SEC v. Christine M. Hunsicker, No. 1:25-cv-005897, Southern District of New York (July 18, 2025) — Complaint

UNITED STATES DISTRICT COURT
SOUTHERN DISTRICT OF NEW YORK

SECURITIES AND EXCHANGE COMMISSION,

Plaintiff,
v.

CHRISTINE M. HUNSICKER,

Defendant.

Civil Action No. 1:25-cv-005897

Jury Trial Demanded

COMPLAINT
Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against Defendant
Christine M. Hunsicker, alleges as follows:
SUMMARY
1. From at least February 2019 through at least March 2025 (the “Relevant Period”),
Christine  M.  Hunsicker  (“Hunsicker”)  – the  co-founder, Chief  Executive  Officer, and  Chair  of
privately-held  CaaStle,  Inc.  (“CaaStle”)  – created  and  disseminated  to  investors  false  financial
statements while raising more than $250 million for CaaStle through the offer and sale of preferred
stock and common warrants.
2. Hunsicker’s fake  financials  supported  her narrative  that  CaaStle,  a  startup  that
offered a new monetization model called “Clothing-as-a-Service” to the apparel industry, enjoyed
rapid and steady revenue growth after a rebrand of the business in 2018, achieved profitability by
December 2022, experienced exponential increases in profitability thereafter, and was nearing an
initial  public  offering  or  sale.  In  reality,  CaaStle’s  revenues  were  shrinking,  its  losses  were
increasing, and the company was never profitable.

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3. Throughout  the  Relevant  Period,  not  a  single  existing  or  prospective  CaaStle
investor  received  accurate  monthly,  quarterly,  or  annual  CaaStle  financial  statements  from
Hunsicker.
4. To  effect  her  scheme,  Hunsicker  took  financial  reports  that  she  received  every
month  from  her  financial  team  and  created  an  alternate  set  of  financials  with  false  monthly,
quarterly, and annual results that supported her narrative of the company’s success. She provided
these falsified financial statements to investors upon request.
5. By 2022,  as  CaaStle  appeared  to  be  close  to  reaching  profitability,  investors
increasingly began to ask for audited financial statements. To maintain her ruse, Hunsicker took
CaaStle’s final signed audit report for fiscal year ended September 30, 2021, downloaded it to her
computer, altered the numbers, removed the going concern statement in the audit opinion letter,
and  provided  the  falsified  audit  to  investors.  After CaaStle’s  long-time  auditor  terminated  its
relationship  with  CaaStle  in  2023,  Hunsicker created  her  own  audit  reports.  She  falsified  the
numbers, audit opinion letters,  and notes for the reports covering fiscal years ended September 30,
2022 and 2023, and she forged the former auditor’s signature.
6. Beginning in 2022, Hunsicker also hid from investors the extent to which CaaStle
continued to rely on primary capital raises to fund its operations, and she provided capitalization
tables  that  undercounted  the  number  of  issued  and  outstanding  shares and that misled  investors
about CaaStle’s true capital structure. Many investors believed that,  using CaaStle as a middleman,
they  were  indirectly  purchasing  discounted  shares  in  secondary  transactions  from  founders,
employees,  and  others  who  needed  liquidity  for  various  personal  reasons.  Typically,  however,
these investors were purchasing original issue shares directly from CaaStle. Each CaaStle investor
owned a smaller percentage of the company than they realized.

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7. Occasionally, Hunsicker   herself   was   the undisclosed seller   in   secondary
transactions, and received for her preferred shares the price at which CaaStle was selling shares in
its  then-current  funding  round, not  the  negotiated  discounted  price.  In  other  words,  Hunsicker
orchestrated transactions in which she benefitted herself at the Company’s and investors’ expense.
8. Hunsicker’s  scheme began  to  unravel  in late  2024,  when  multiple  investors
reviewed CaaStle’s falsified 2023 Audit Report in Hunsicker’s office and noticed a missing page
and several errors inconsistent with the presented document being a final audit report. An investor
contacted the audit firm whose name Hunsicker had forged on the report. The firm told the investor
that they had not been CaaStle’s auditor for years.
9. Hunsicker  was  forced  to  resign from  CaaStle’s  Board  of  Directors  on  December
14,  2024. But  she was temporarily allowed  to  remain  as  CaaStle’s CEO,  with  restrictions,
including  an  outright  prohibition on  her  ability  to  fundraise  for  CaaStle  and  sign  contracts.
Investors were not informed of Hunsicker’s actions or departure from the Board while the Board
conducted an internal investigation.
10. Hunsicker’s  wrongdoing  continued. Between  December  14,  2024  and  March  24,
2025, Hunsicker circumvented the Board’s restrictions, provided old and new falsified financial
statements to CaaStle investors, including for fiscal-year ended September 30, 2024, and engaged
in self-dealing transactions in which, among other things, she sold approximately $10 million of
her personal shares of CaaStle to existing investors that were unaware of her fraud.
11. Hunsicker  formally  resigned  from  her  position  as  CEO  on  March  24,  2025. The
Company began notifying investors on March 25, 2025.

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VIOLATIONS
12. By  virtue  of  the  conduct  alleged  in  this  Complaint,  Hunsicker  violated  Section
10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], Rule 10b-5
thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933 (“Securities
Act”) [15 U.S.C. § 77q(a)].
13. Unless  Hunsicker  is  restrained  and  enjoined,  she  will  continue  to  engage  in  the
transactions, acts, practices, and courses of business set forth in this Complaint or in transactions,
acts, practices, and courses of business of similar type and object.
14. The SEC seeks injunctive relief, disgorgement, prejudgment interest, civil money
penalties, an  officer  and  director  bar,  and  other  appropriate  and  necessary  equitable  relief  as  to
Hunsicker.
JURISDICTION AND VENUE
15. This Court has jurisdiction over this action, and venue lies in this District, pursuant
to Exchange Act §§ 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa], Securities Act § 22(a) [15 U.S.C.
§ 77v(a)],  and 28 U.S.C. § 1331.
16. Hunsicker,  directly  or indirectly,  made  use  of  the  means  or  instrumentalities  of
interstate commerce or of the mails in connection with the transactions, acts, practices, and courses
of business alleged in this Complaint. These transactions, acts, practices, and courses of business
largely occurred within this District, where Hunsicker’s business (CaaStle, Inc.) was located, and
where Hunsicker resided  and  worked during  the  Relevant  Period. Hunsicker  offered  and  sold
securities to investors located worldwide, including investors located within this District.

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DEFENDANT
17. Christine M. Hunsicker, age 48, resides in Lafayette, New Jersey and New York,
New  York.  She is the co-founder of Gwynnie Bee, Inc., which was later renamed CaaStle, Inc.
Hunsicker was Chair of CaaStle’s Board of Directors until December 14, 2024, and its CEO until
March  24,  2025.  Hunsicker  was  the  public  face  of  CaaStle. Her  principal  responsibilities  were
business strategy and raising funds.
RELEVANT NON-PARTY
18. CaaStle, Inc. is  a privately-held Delaware corporation headquartered in New York,
New York. During the Relevant Period, CaaStle had distribution centers in Ohio and Arizona, and
a wholly-owned subsidiary that employed hundreds of employees in New Delhi, India.
19. Hunsicker  co-founded CaaStle  under  the  name  Gwynnie Bee,  Inc. in  2011.  The
company commenced  operations  in  2012 and  initially  offered  a direct-to-consumer  rental
subscription service focused on apparel for plus-sized women.
20. Commencing in 2017, Hunsicker scaled the business and began offering Gwynnie
Bee’s underlying technology  and  logistics  services  to  third-party apparel  brands  and  retailers,
enabling those brands and retailers to offer a rental subscription service to their own customers.
21. In November 2018, Hunsicker changed the company’s name to CaaStle, Inc. as part
of a corporate rebranding of CaaStle as a “Clothing-as-a-Service” or “CaaS” company. Since then,
CaaStle has operated as a business-to-business technology and logistics company that, through its
platform, enables apparel brands  and  retailers  to  offer  customers subscription-based  rentals  of
apparel, with the option to buy. Brands and retailers pay CaaStle a fee to use CaaStle’s proprietary
technology (including  algorithms  and  analytics),  reverse  logisti   cs  (shipping,  garment  care),  and
infrastructure (customer service).

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22. Throughout  the  Relevant  Period,  CaaStle’s  Head  of  Finance,  who  was  based  in
New  Delhi,  India,  oversaw  the  company’s  book-keeping,  accounting,  financial  planning, and
treasury functions. CaaStle’s Financial Controller was based in New York and reported to the Head
of Finance.
23. Throughout the Relevant Period, CaaStle’s financial statements were audited by an
independent outside audit firm. AUDITOR 1 audited CaaStle’s financial statements for fiscal years
ending September 30, 2013 through September 30, 2021. AUDITOR 2 audited CaaStle’s financial
statements for fiscal years ending September 30, 2022 through September 30, 2023.
24. For all audited years, the auditors issued “clean” audit opinions, i.e., audit opinions
finding that the consolidated  financial  statements prepared  from  CaaStle’s  internal  books  and
records systems presented fairly,  in all material respects, the company’s financial position at fiscal-
year end, in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”). For
all audited years, the audit report was accompanied by a statement expressing substantial doubt as
to CaaStle’s ability to continue as a going concern in light of its recurring losses from operations,
and reliance on future additional debt or equity financing to fund operations.
25. Substantial  doubt  to  continue  as  a  Going Concern  is  an  accounting  concept  that
“relevant  conditions  and  events,  considered  in  the  aggregate,  indicate  that  it  is  probable  that  an
entity will be unable to meet its obligations as they become due within one year after the date that
the financial statements are issued.” (ASC 205-40-50-4).
26. Throughout the Relevant Period, CaaStle had a three-member Board of Directors.
Hunsicker was the sole inside director. The other two were independent directors –   one based on
the West Coast, and the other in Japan. The Board generally met by videoconference twice a year.
The Head of Finance and Financial Controller did not attend Board meetings or otherwise interact

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with or provide financial statements or financial information to CaaStle’s Board of Directors. The
Board received financial information about the Company exclusively from Hunsicker during the
Relevant Period, until December 2024, but the information they received did not comport with the
information reflected in CaaStle’s internal records.
27. On June 20, 2025, CaaStle filed a petition for Chapter 7 Bankruptcy. See Case No.
25-11187 (D. Del. Bankr. June 20, 2025).
FACTS
I. Hunsicker Knowingly Created and Distributed to Investors
Materially False Unaudited and Audited Financial Statements
A. Hunsicker’s Knowledge of CaaStle’s True Financial Performance
28. Hunsicker routinely  received  financial  information  from  CaaStle’s  finance  team
and, through her involvement in the company’s budgeting process, and her receipt of interim and
annual  internal  financial  reports,  and  draft  and  final  audit  reports,  knew  or  was  reckless  or
negligent in not knowing of CaaStle’s true financial performance and reliance on primary capital
raises.
29. Hunsicker reviewed and approved CaaStle’s annual budget each year. The annual
budgets  for  fiscal  years  2019  through  2024  all  anticipated  large  income  shortfalls  due  to  low
revenues and high costs. The company relied on Hunsicker to fill the gap between revenue and
costs by raising capital.
30. On  a  monthly  basis,  Hunsicker  received  from  CaaStle’s  Financial Controller  or
someone  acting  under  her  direction,  the  company’s  month-end balance  sheet  and  income
statement, which included year-to-date data for all prior months in the fiscal year.

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31. Hunsicker also received  a monthly management  packet.  The  packet  typically
included monthly financial statements and was stored on a shared drive to which Hunsicker had
access.
32. At  the  conclusion  of every  audit,  Hunsicker  received  from  CaaStle’s  Financial
Controller or Head of Finance a copy of CaaStle’s final signed audit report. She also periodically
requested and received drafts of CaaStle’s audit reports.
B. Hunsicker Doctored and Provided   to Investors
Materially False Financials f or Fiscal Years Ended 2018 through 2023
33. By  no  later  than  February  2019,  three  months  after  Hunsicker  rebranded  the
company and changed its name to CaaStle, Hunsicker began to create and disseminate to current
and  prospective  CaaStle  investors  materially  false  financial  statements in  connection  with  her
capital-raising efforts for CaaStle.
34. Hunsicker   provided   materially   false   financial   statements   to   investors   for
approximately 6 years, during which time CaaStle raised more than $250 million in capital from
investors who were unaware that the financial information they received was entirely a fiction.
35. Throughout that time, investors routinely asked for financial statements as part of
their original and continuing due diligence on the company. Some required financial statements
because  their  own  financial  statements  were  audited  and  their  auditors  needed  to  value  their
holdings in CaaStle. Accurate financial statements were important to investors.
36. As  alleged  in  further  detail  below,  in  early  2019,  Hunsicker’s  falsified  financial
statements for  fiscal  year  ended  September  30,  2018,  reported  gross  annual  revenues  of  $71.5
million,  a  187% inflation  of  CaaStle’s  actual  gross  revenues,  which  were  $24.9  million.  The
discrepancy  between  Hunsicker’s  misstated  financial  results  and  the  company’s  actual  results
continued to grow in magnitude year-over-year, as reflected in the below chart:

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Revenue Overstatement
Fiscal Year
(through FYE 9/30)
2018 2019 2020 2021 2022 2023
2024
(unaudited)
False Revenues
Created by Hunsicker
(in millions)
$71.5 $89.8 $93.3 $120.5  $238.5 $439.9 $838
Actual CaaStle
Revenues
(in millions)
$24.9 $26 $24.9 $18.6 $19.7 $15.7 $11.3
Overstatement
Percentage
187% 245% 275% 548% 1,110% 2,702% 7,315%

Loss Understatement/Profit Overstatement
Fiscal Year
(through FYE 9/30)
2018 2019 2020 2021 2022 2023
2024
(unaudited)
False Profits/(Losses)
Created by Hunsicker
(in millions)
(24.1) ($27.7)    ($29.9) ($33.7)  ($17.1) $66.3 $192.2
Actual CaaStle
Profits/(Losses)
(in millions)
($53.6) ($57.5) ($45) ($32.3) ($55.8) ($ 81) ($59)

37. At all times, Hunsicker was the sole CaaStle employee to communicate with and
provide financial information to investors. Her finance team, including CaaStle’s Head of Finance
and Financial Controller, did not provide financial statements to investors.
i. Hunsicker Falsified CaaStle’s Fiscal 2018 Financials
38. By no  later  than  January  22,  2019,  as  part  of  their  monthly  review  of  CaaStle’s
financial results, Hunsicker’s finance team provided Hunsicker with the company’s then-current
unaudited  income  statement  for  the  full  fiscal  year  ended  September  30,  2018  (“Fiscal  Year
2018”), generated  from  CaaStle’s  internal  records.  These internal  records  reflected  fiscal  2018
revenues of $23.4 million, operating losses of $46.6 million, and net losses of $55.6. Hunsicker
also had access to this information on the company’s shared drive.

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39. Despite  having  access  to  company  internal  records,  on  February  24,  2019,
Hunsicker  emailed  a  prospective  investor,   who  had  been  asking  for  financials  for  months,   a
document  that  she  herself  created.  The  document  purported  to  be  CaaStle’s  fiscal  2018  income
statement  but  instead  was  a  fake. It reflected  revenues  of approximately $71.5 million  and
operating losses of approximately $24.1 million for the fiscal year.
40. Hunsicker subsequently provided the same fake fiscal 2018 income statement to at
least nine other investors.  Some of them invested for the first time or added to their investments
after receiving these false financials.
41. For example, between May 13 and June 16, 2019, Hunsicker provided an investor
with multiple copies of the fake 2018 income statement, along with other falsified interim period
financials and projections. On June 27, 2019, the investor signed a stock purchase agreement,  and
on June 28, 2019, the investor wired $2 million to purchase CaaStle Series A-11 preferred shares.
42. Hunsicker  knew  or  was  reckless  or  negligent  in  not  knowing  the  fiscal  2018
numbers  she  provided  to  investors  were  materially  false  and  did  not  reflect  the  information  in
CaaStle’s internal system of records.
43. Hunsicker later received a copy of CaaStle’s final audit report for Fiscal Year 2018,
which AUDITOR 1 completed and CaaStle’s finance team sent to her on February 7, 2020. The
audited income statement reported revenue of approximately $24.9 million and operating losses
of approximately $53.6 million for Fiscal Year 2018, which largely comported with the unaudited
internal financial records that Hunsicker had received from her finance team. The audited financial
statements  were  accompanied  by  a clean  audit  opinion  with AUDITOR  1’s  conclusion  that
CaaStle’s Fiscal Year 2018 financial statements presented fairly, in all material respects, CaaStle’s
financial position in accordance with US GAAP.

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44. CaaStle’s Fiscal Year 2018 audit report confirmed to Hunsicker the falsity of the
fiscal 2018 financial statements that she sent to investors. She did not send the Fiscal Year 2018
audit report to any investors, provide investors with corrected fiscal 2018 financial information, or
tell investors that the fiscal 2018 financial information they received from her was inaccurate.
ii. Hunsicker Falsified CaaStle’s Fiscal 2019 Financials
45. By  no  later  than  November  11,  2019,  Hunsicker’s  finance  team  emailed  her  the
company’s then-current unaudited income statement for the full fiscal year ended September 30,
2019  (“Fiscal  Year  2019”), generated  from  CaaStle’s  internal  records. These  internal  records
reflected fiscal 2019 revenues of approximately $27.7 million, operating losses of approximately
$54.4, and net losses of approximately $57 million. Hunsicker also had access to this information
on the company’s shared drive.
46. Despite her access to the company’s internal records, on April 19, 2020, after an
existing investor asked for an update of the business, Hunsicker created and emailed the investor
what purported to be CaaStle’s fiscal 2019 income statement. The income statement was a fake
that  Hunsicker  herself  created.  The  income  statement  reflected  revenue  of  approximately  $89.8
million and operating losses of approximately $27.7 million for the fiscal year.
47. Hunsicker subsequently provided her fake fiscal 2019 income statement to least six
other CaaStle investors, knowing that they were materially wrong. Some of them invested for the
first time or added to their investments after receiving these financials.
48. Hunsicker  knew  or  was  reckless  or  negligent  in  not  knowing  that  that  the  fiscal
2019 income statement did not reflect the information in CaaStle’s internal system of records.
49.  Furthermore,  on  August  4,  2020,  Hunsicker  received  a  copy  of  CaaStle’s  final
audit report for Fiscal Year 2019, which AUDITOR 1 completed and signed on the same date. The

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audited financial statements reported revenue of approximately $26 million and operating losses
of approximately $58.2 million for Fiscal Year 2019, which largely comported with the unaudited
internal financial records that Hunsicker received from her finance team.
50. CaaStle’s Fiscal Year 2019 audit report confirmed to Hunsicker the falsity of the
fiscal 2019 financial statements that she sent to investors. She did not send the Fiscal Year 2019
audit  report  to  any  investor,  or  provide  any  investor  with  corrected  fiscal  2018  financial
information,  or  tell  any  investor  that  the  information  she  had  previously  sent  was  materially
inaccurate. She instead continued to send her doctored fiscal 2019 income statement to investors
51. Yet, on September 7, 2020, Hunsicker provided an investor with a copy of the fake
2019  income  statement.  The  investor  signed  a  stock  purchase  agreement  and  warrant  purchase
agreement  on  November  6,  2020. The  next  day,  the  investor  wired  $1.5  million  to  CaaStle  to
purchase CaaStle Series A-11 preferred shares and common warrants.
iii. Hunsicker Falsified CaaStle’s Fiscal 2020 Financials
52. By no later than November 24, 2020, Hunsicker’s finance team provided her with
CaaStle’s then-current  unaudited  income  statement  for the full fiscal  year  ended  September  30,
2020  (“Fiscal  Year  2020”),  generated  from  CaaStle’s  internal  records. These  internal  records
reflected fiscal 2020 revenue of approximately $24.7 million, operating losses of approximately
$42.6  million,  and  net losses  of  approximately  $44.9 million.  Hunsicker  also  had  access  to  this
information on the company’s shared drive.
53. By March  6,  2021, Hunsicker  created  and  emailed  to  an  existing  investor a
document that purported to be CaaStle’s fiscal 2020 income statement. The income statement was
a  fake  that  Hunsicker  herself  created.  It  reflected  revenue  of  approximately  $93.3 million  and
operating losses of approximately $29.9 million for the fiscal year.

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54. Hunsicker subsequently provided the same fake fiscal 2020 income statement to at
least  ten  other CaaStle  investors. Some  of  them  invested  for  the  first  time  or  added  to  their
investments after receiving these financials.
55. For example, on April 19, 2021, Hunsicker emailed an existing investor a copy of
the  fake  2020  income  statement  and  a  slide  deck  on  the  company,  in  response  to  his  standing
request that Hunsicker keep him better informed and provide more regular financial updates. On
August 9, 2021, Hunsicker emailed the investor to inform him that the company was looking to
raise $15 million to $20 million in additional capital, and wrote, “I would love for you to do some
more.” The investor signed a stock purchase agreement and wired $2 million to CaaStle on August
20, 2021, for the purchase of CaaStle Series A-12 preferred shares.
56. Hunsicker knew or was reckless or negligent in not knowing that the fiscal 2020
numbers she sent to investors were materially false and did not reflect the information in CaaStle’s
internal system of records.
57. On May  24,  2021, Hunsicker  received  a  copy  of  CaaStle’s  final  audit  report  for
Fiscal  Year  2020, which AUDITOR 1  completed and  signed  on  the  same  date. The audited
financial  statements  reported  revenue  of  approximately $25  million  and  operating  losses  of
approximately $45.3 million for fiscal year 2020, which largely comported with the internal reports
received  by  Hunsicker  received  from  her  finance  team.  The  audited  financial  statements  were
accompanied by a clean audit opinion with AUDITOR 1’s conclusion that CaaStle’s Fiscal Year
2020 financial statements presented fairly, in all material respects, CaaStle’s financial position in
accordance with US GAAP.
58. CaaStle’s Fiscal Year 2020 audit report confirmed to Hunsicker the falsity of the
fiscal 2020 financial statements that she sent to investors. She did not send the Fiscal Year 2020

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audit  report  to  any  investor,  or  provide  any  investor  with  corrected  fiscal  2020  financial
information,  or  tell  any  investor  that  the  information  she  had  previously  sent  was  materially
inaccurate. Indeed, she continued to send her doctored fiscal 2020 income statement to investors.
iv. Hunsicker Falsified CaaStle’s Fiscal 2021 Financials and Audit Report
59. In late 2021, shortly after the close of fiscal year ended September 30, 2021 (“Fiscal
Year  2021”),  one  of  CaaStle’s  earliest  investors  told  Hunsicker  that  they  would  not  commit
additional investment funds to CaaStle, unless the company started to provide audited financials
and  to  provide  financial  updates  more  regularly. Other  investors  inquired  about  when  CaaStle
would have audited financials as well. Hunsicker began to tell investors that CaaStle would have
audited financials in 2022.
60. On February 22, 2022, AUDITOR 1 completed its audit for CaaStle’s Fiscal Year
2021  and Hunsicker  received  a  copy  of  the  final  audit  report  that  day. AUDITOR  1  completed
CaaStle’s audit on a more accelerated timeline that year than in prior years. The audited financial
statements  reported  Fiscal  Year  2021  revenues of  approximately  $18.6 million  and operating
losses of approximately $32.3 million, which also largely comported with the unaudited internal
financial  records  that  Hunsicker  earlier received  from  her  finance  team.  The  audited  financial
statements were  accompanied  by  a  clean  audit  opinion  with  AUDITOR  1’s  conclusion  that
CaaStle’s Fiscal Year 2021 financial statements presented fairly, in all material respects, CaaStle’s
financial position in accordance with US GAAP.
61. The Fiscal Year 2021 audit report did not comport with the narrative that Hunsicker
had been telling investors. Therefore, consistent with her handling of prior fiscal year audit reports,
Hunsicker did not send the Fiscal Year 2021 audit report to any investor.

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62. When investors  inquired   about  the  status  of  the  Fiscal  Year  2021  audit  in  2022,
Hunsicker provided different excuses for the delay, to buy herself time. On June 22, 2022, four
months after AUDITOR 1 issued its final audit report, Hunsicker told one investor that CaaStle
was still in the process of engaging an auditor. As 2022 progressed, Hunsicker told investors that,
as a private company, CaaStle was not high on the auditor’s priority list, and the audit was slow-
going and not complete. Investors began to express concern about the audit delays.
63. Hunsicker ultimately decided, after having told investors that they can expect to see
audited financials in 2022, to falsify CaaStle’s Fiscal Year 2021 audit report to provide a falsified
audit to investors.
64. On  or  around  November  30,  2022,  Hunsicker  asked  her  finance  team  to  locate  a
non-final draft of the Fiscal Year 2021 audit report. The finance team did not ask why she wanted
a draft and, on November 30, 2022, emailed Hunsicker a draft in Word, with a note that it was the
latest draft they could locate. Hunsicker took the draft, altered the numbers to support her narrative,
changed the audit opinion letter to remove the going concern opinion, and then added the words
12/2/2022 DRAFT to the front page before sending a PDF copy to the investor.
65. On December 2, 2022, Hunsicker emailed an investor what purported to be a draft
of the Fiscal Year 2021 audit report. She lied to the investor and told him that CaaStle’s accounting
team and the auditor were still “turning versions” of the audit report but that the draft was “further
along  than  [she]  expected.”  The  draft  contained  an  income  statement  that reflected  revenue  of
approximately  $120.5  million  for  the  fiscal  year  – a  material  improvement  over  the  prior  fiscal
year –   and operating losses of $33.7 million. The draft contained a balance sheet that reflected a
cash  balance  of  approximately  $30.2  million  as  of  September  30,  2021. These numbers  were
materially false and not reflective of CaaStle’s internal records.

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66. Between December 2022 and March 2023, Hunsicker provided the falsified draft
Fiscal Year 2021 audit report to at least eight CaaStle investors, though she knew or was reckless
or negligent in not knowing that the draft was a complete fake and that the financial information
reflected in it was materially false.
67. From March  2023  through  at  least  August  2023,  Hunsicker  emailed  at  least  15
investors what purported to be a final Fiscal Year 2021 audit report. The “final” too was a fake
that  reflected financial  performance  data  similar  to  what  had  been  reflected  in  the  “draft”  –
materially overstated revenues of approximately $120.5 million, operating losses of approximately
$33.7  million, and  a  materially  inflated  cash  balance  of  approximately  $30.3 million  as  of
September  30,  2021.  Hunsicker changed  the  numbers,  removed  the  auditor’s  going  concern
opinion, and inserted AUDITOR 1’s signature onto the doctored audit opinion letter. She dated
the opinion letter as of March 26, 2023, making it appear that AUDITOR 1 had just completed the
audit and finalized the report.
68. Hunsicker knew or was reckless or negligent in not knowing that the Fiscal Year
2021 audit report had been finalized and signed by AUDITOR 1 ten months earlier and that “draft”
and “final” versions she created and sent to investors were complete fakes and materially misstated
CaaStle’s true financial performance.
v. Hunsicker Falsified CaaStle’s Fiscal 2022   Financials and Audit Report
69. In March  2023,  Hunsicker  announced  to  investors  that  CaaStle  had  generated  a
profit and become cash flow positive for the first time in the quarter ending December 31, 2022.
She supported her statement by providing investors with a   false interim financial statement that
was  not  reflective  of  CaaStle’s  internal  financial  records.  CaaStle,  in  fact,  had  not  become
profitable or cash flow positive by December 2022.

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70. Hunsicker’s announcement increased the appetite of CaaStle investors for audited
financial  statements,  which  Hunsicker  appeased by creating  a  fake  draft  audit  report  with  fake
financial statements and fake notes for fiscal  year ended September 30, 2022 (“Fiscal Year 2022”),
and then creating a fake final Fiscal Year 2022 audit report, to which she added AUDITOR 1’s
signature.
71. On April 4, 2023, Hunsicker emailed two existing and prospective investors what
purported to be an   April 3, 2023 draft of the Fiscal Year 2022   audit report. She told the investors
that CaaStle’s auditor was  working  through  “presentation  issues,”  completing  its  audit  of  the
capitalization table, and finalizing the notes, suggesting that the financial statements in the draft
report were near-final or final. In reality,  the draft was a fake created by Hunsicker herself. The
income  statement  reflected  revenue  of  approximately  $238.5 million  for  the  fiscal  year,  nearly
double the amount that had been reflected in the fake Fiscal Year 2021 audit report. The balance
sheet reflected  a  cash  balance  of  approximately  $42.5 million  as  of  September  30,  2022. These
numbers did not comport with CaaStle’s internal records. The accompanying audit opinion letter
and notes were devoid of any reference to CaaStle as a going concern.
72. One day after receiving Hunsicker’s falsified “draft” of the Fiscal Year 2022 audit
report, a  prospective  investor  that  had  tracked  CaaStle’s  fake  financial  performance  for  years,
sought authorization from its investment committee to commit $7.5 million to purchase shares of
CaaStle’s Series A-12 preferred stock and common warrants. The false data that Hunsicker sent to
the investor –   including fake fiscal 2021 and 2022 financial data – was important to the investor’s
decision-making  process.  The  investor  signed  a  stock  purchase  agreement,  a  warrant  purchase
agreement, and other transactional documents, and wired $7.5 million to CaaStle’s bank account
on April 11, 2023.

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73. From September 2023 through at least March 2024, Hunsicker provided at least 10
investors with a document that purported to be a final Fiscal Year 2022 audit report. The document
reflected false financial  performance  data  similar  to  what  had  been  reflected  in  the  “draft”  –
materially overstated revenues of approximately $238.5 million that were nearly double that of the
prior year, operating losses of approximately $17.1 million that were nearly half of the prior fiscal
year, and a materially inflated cash balance of approximately $42.5 million as of September 30,
2022. Hunsicker  cut  and  pasted  into  the  document  AUDITOR  1’s  signature  from a prior year’s
audit  report.  Like  the  fake  draft,  Hunsicker’s  fake  final  Fiscal  Year  2022  audit  report  did not
express warnings about CaaStle’s ability to continue as a going concern or its need to continue to
raise capital to continue as a going concern.
74. Hunsicker  knew  or  was  reckless  or  negligent  in  not  knowing  that  the  financial
information  reflected  in  the  draft  and  final  Fiscal  Year  2022  audit  reports  that  she  provided  to
investors was materially false and did not comport with CaaStle’s internal records. While creating
the false reports,  she  was  in  possession  of  the  internal  financial  statements  and  records  that  her
finance team sent earlier. The internal records reflected fiscal 2022 revenues of approximately $20
million,  operating  losses  of  approximately  $34.1  million, and net losses  of  approximately  $40
million, and a September 30, 2022 cash balance of approximately $621,000.
75. Hunsicker also knew when she sent the fake draft and final Fiscal Year 2022 audit
reports that: (a) CaaStle was experiencing a severe cash crunch and had instructed AUDITOR 1 to
stop working on CaaStle’s Fiscal Year 2022 audit in September 2023 and (b) AUDITOR 1 had
terminated  its  relationship  with  CaaStle  in  early  October  2023  in  a  written  letter  addressed  to
Hunsicker.

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76. CaaStle’s new  auditor,  AUDITOR  2,  completed  the  Fiscal  Year  2022  audit on
December 2,  2024.  The  audited  financial  statements  reported  fiscal  year  2022  revenues of
approximately  $19.7  million  and  operating  losses  of  approximately  $58.5  million,  and  a  cash
balance of less than $750,000 as of September 30, 2022. These numbers were materially consistent
with  the  internal  reports  that  Hunsicker  had  received  before  sending  her falsified  fiscal  2022
financials to investors.
77. The  audit  report  was  accompanied  by  a  clean  audit  opinion  with  AUDITOR 2’s
conclusion that CaaStle’s financial statements for Fiscal Year 2022 presented fairly, in all material
respects, CaaStle’s financial position in accordance with US GAAP. The audit report noted that
that “[CaaStle ] has suffered recurring losses from operations and requires additional debt or equity
financing in the future to continue to fund its operations, which cannot be guaranteed. These factors
raise substantial doubt about its ability to continue as a going concern.”
78. Hunsicker received a copy of the final audit report on December 2, 2024. She did
not send the report to any investors or provide investors with corrected fiscal year 2022 financial
information.
vi. Hunsicker Lied to Cover Her Tracks
Relating to CaaStle’s Fiscal 2022   Financials and Audit Report
79. Hunsicker’s scheme nearly unraveled in October 2023 before she sent misleading
financial statements to any investor for the fiscal year ended September 30, 2023. Her lies kept the
scheme alive for over one more year.
80. In September 2023, an investor who received the fake Fiscal Year 2022 audit report
from  Hunsicker  noticed  errors  in  the  report  that suggested it  might not  be  final.  The  investor
emailed the fake report to AUDITOR 1 and asked if AUDITOR 1 had “conducted and completed”
the audit for Fiscal Year 2022. AUDITOR 1 told the investor that the report was “not signed by

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[AUDITOR  1]”  and  was  “not  a  legitimate  [AUDITOR  1]  opinion.” AUDITOR  1  contacted
CaaStle’s Head of Finance and Financial Controller and Hunsicker. Hunsicker explained that this
was a one-off error. She claimed that she had mistakenly sent the investor a marked up version of
the  audit  report  that  she  intended  to use  in  a  lecture  she  was  giving  at  Princeton  University  on
ethics and entrepreneurship.
81. AUDITOR 1 terminated its relationship with CaaStle on October 3, 2023. Although
skeptical of Hunsicker’s story,  AUDITOR 1 did not report her to  the Board of Directors. CaaStle’s
Head of Finance and Financial Controller believed Hunsicker’s excuse and also did not report her
to the Board of Directors. CaaStle redeemed the investor’s shares at cost, and the investor did not
report Hunsicker to the Board of Directors.
82. Although Hunsicker took out personal loans and provided   the proceeds to CaaStle
to  enable  it  to  redeem  the  investor’s  shares,  the  loans  came  from  CaaStle investors who were
misled about how she intended to use the loan proceeds. She ultimately repaid a majority of the
loans  by  selling  some  of  her  personal  shares  of  CaaStle  preferred  stock  to an investor  who  had
received false financials from her and was unaware of her fraud. The investor forgave his own $4
million loan to Hunsicker and then paid an additional $3.5 million purportedly to purchase $7.5
million some of her personal shares at a discounted price. She attempted to repay the rest of her
personal loans by wiring funds from CaaStle’s bank account to the investor-lender, who has since
returned the funds to CaaStle, and insisted that Hunsicker pay the loan from her personal funds.
83. With the Board of Directors unaware of Hunsicker’s actions, or the real reason why
AUDITOR 1 had terminated its relationship with CaaStle, Hunsicker continued her scheme.
84. Exactly two  business  days  after  AUDITOR  1  terminated  its  relationship  with
CaaStle, Hunsicker sent to a long-term CaaStle investor the fake Fiscal Year 2022 final audit report

21
that  AUDITOR  1  had  denounced. The  investor purchased  additional  shares  of  CaaStle’s  A-12
preferred stock and common warrants days later for its own account and an account held for the
benefit of a client for over $2.5 million.
85. In March 2024, Hunsicker sent the fake Fiscal Year 2022 audit report to another
existing CaaStle investor. In April 2024, the investor purchased more than $15 million additional
preferred shares and common warrants for itself and a group of co-investors.
vii. Hunsicker Falsified CaaStle’s Fiscal 2023   Financials and Audit Report
86. On September 24, 2024, as part of her continuing efforts to raise capital for CaaStle,
Hunsicker gave an investor access to a data room that contained a purported final audit report for
fiscal years ended September 30, 2022 and 2023. The document was a fake created by Hunsicker.
The  financial  statements  reflected fiscal  2023  revenues  of  approximately  $439.9  million,  total
profits of approximately $66.3 million, and a cash balance of approximately $112.8 million as of
September 30, 2023, which did not comport with CaaStle’s internal records.
87. Hunsicker knew or was reckless or negligent in not knowing that the fiscal 2023
financial information reflected in the audit report was materially false and did not comport with
CaaStle’s internal records.
88. CaaStle’s true Fiscal Year 2023 financial performance was dismal in comparison.
CaaStle’s internal records – which Hunsicker had received from her finance team beforehand –
reflected fiscal 2023 revenues of approximately $15.6 million, operating losses of approximately
$39.6 million, net losses of approximately $47.2 million, and a September 30, 2023 cash balance
of approximately $880,000.
89. Hunsicker also knew when she sent the fake Fiscal Year 2022-2023 audit report to
investors that AUDITOR 2 had not completed its fiscal 2023 audit yet. She drafted the report. She

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cut  and  pasted  AUDITOR  1’s  signature  into the  report  from  a  prior  audit. She scanned  the
document to herself.
90. The fake Fiscal Year 2022-2023 audit report contained multiple facial errors. It was
missing page 7, the stockholders’ equity report; the notes were out-of-date; and the audit opinion
letter purported to be signed by AUDITOR 1 on August 30, 2024.
91. Within  days  of  receiving  the  fake Fiscal  Year  2022-2023  audit  report  from
Hunsicker,  the  investor  described  in  Paragraph  86 wired  more  than  $25  million  to  CaaStle  to
purchase preferred shares and common warrants.
92. Several  weeks  later,  Hunsicker  offered  two  different investors  an  opportunity  to
view the supposed final Fiscal Year 2022-2023 audit report in her office. Both investors accepted
the offer. They were shown the same fake audit report that Hunsicker had loaded to the data room
on September 24.
93. AUDITOR  2  completed  CaaStle’s  Fiscal Year 2023   audit  on  December  2,  2024,
and  issued  it  as  a  joint  Fiscal  Year  2022-2023  Audit  Report.  The  audited  financial  statements
reported fiscal 2023 revenues of approximately $15.7 million, operating losses of approximately
$80.7 million, and a cash balance of less than $950,000 as of September 30, 2023. These numbers
were materially consistent with the internal reports that Hunsicker had received from her finance
team before sending falsified fiscal 2023   financials to investors, except for the audited loss figure
which was materially larger in comparison to the company’s internal records.
94. CaaStle was not profitable or cash-flow  positive  in  Fiscal  Year  2023.  Nor  was  it
financing operations from its own cash flow. It had less than $1 million in cash and had suffered
its largest losses to date. The real Fiscal Year 2022-2023 audit report noted that that “[CaaStle]
has suffered recurring losses from operations and requires additional debt or equity financing in

23
the  future  to  continue  to  fund  its  operations,  which  cannot  be  guaranteed. These  factors  raise
substantial doubt about its ability to continue as a going concern.” This is the same message that
previously appeared in every one of CaaStle’s “real” audit reports.
II. Hunsicker Procured   Investments Using Misleading Sales Tactics
95. By  mid-2022,  Hunsicker  also  hid  from  investors  the  extent  to  which  CaaStle
continued to rely on primary capital raises to fund its operations, and she provided capitalization
tables  that  misled  investors  about  CaaStle’s  true  capital  structure.  Investors  who  wanted  to
participate  in  secondary  transactions  ended  up  mostly participating  in  primary  offerings,  and
investor interests were diluted as a result.
96. Prior to 2022, CaaStle raised capital by selling original issue common shares and
successive rounds of preferred shares to investors. By late 2021, Hunsicker began to tell investors
that CaaStle had largely completed its capital-raising rounds and was moving into a final “pre-IPO
round.” By July 2022, she told investors that CaaStle was close to “generating cash” and may not
have  another  capital-raising  round.  The  false  financial  statements  she provided  to  investors  in
March 2023 fit her inaccurate narrative and falsely represented that CaaStle had become profitable
and cash flow positive by December 31, 2022, and was capable of generating sufficient revenue
to  independently  fund  its  operations  without  the  need  for  primary  capital  raises.  CaaStle’s  fake
Fiscal Year 2022-2023 audit report represented that CaaStle had not raised capital since the end of
fiscal 2022.
97. In  reality,  CaaStle’s  financial  performance  had  worsened,  and  CaaStle relied  on
Hunsicker’s continued ability to raise capital in order to survive. Investors were unaware of this
fact. Several investors only invested because they believed they were buying discounted shares in
secondary transactions. If they had known that CaaStle was continuing to raise capital – when its

24
balance sheet suggested that CaaStle has cash-rich –   that information would have influenced their
investment decision.
98. Hunsicker  structured    the  supposed  “secondary  transactions”  in  a  manner  that
allowed her to conceal the true nature of the transactions as a primary capital-raising events. She
told prospective buyers that she was facilitating resales from early investors in CaaStle who were
facing liquidity issues or other requirements to sell their shares. Then, acting as intermediary, she
purported to negotiate the transaction on behalf of both sides. The buyers had no contact with the
supposed sellers. The buyers executed   transactional documents with CaaStle and wired funds to
CaaStle, and CaaStle was supposed to use the proceeds to purchase shares from the seller.
99. The selling investors that Hunsicker described, for the most part, did not exist. The
majority of the shares sold in purported secondary transactions were newly issued CaaStle shares.
CaaStle used the funds for operations.
100. For  example,  on  August  16,  2023,  Hunsicker  solicited  a prospective  investor,
telling him she had “an employee who desperately needs some liquidity for an elder care situation.”
Hunsicker told the prospective investor that CaaStle would act as middleman by purchasing the
shares  from  the  employee  and  then  selling  shares  to  the  investor.  The  selling  employee  that
Hunsicker described did not exist. The buyer purchased one million shares, believing the shares
would  come  from  reissuances  of  previously  issued  shares.  CaaStle  then issued  a  mix  of  new
preferred  and  common  shares  to  the  buyer.  The  investor’s  new  shares  increased  the  number  of
outstanding shares by one million, as reflected on CaaStle’s internal capitalization table. Hunsicker
made the same offer concerning the same fictitious seller to multiple other investors, several of
whom purchased shares in transactions that CaaStle recorded as original share issuances.

25
101. Occasionally, Hunsicker herself was the seller in a secondary transaction, though
she concealed her identity from the buyer, and CaaStle paid her full price to redeem her shares,
not the negotiated discounted price paid by the buyer.
102. For example, on July 25, 2022, Hunsicker emailed an existing CaaStle investor with
an opportunity to purchase shares from another CaaStle investor who she claimed had become a
director of a large Chinese public company and was being pushed by the “[C]hinese gov[ernmen]t
...  to  sell  his  US  tech  stocks.” Hunsicker  told  the  investor  that  “because  [the  seller]  is  getting
pressure, he’s willing to do a substantial discount on his shares” at a price of $2.05 per share, which
Hunsicker  described  as  a  67%  discount  to  the  price  at  which  CaaStle  sold  shares  in  its last
fundraising round. A day later, after the investor stated that he needed time to determine how much
he  could  invest,  Hunsicker  told  the  investor  that  the  seller  would  be  willing  to  sell  25%  of  his
available shares to the investor for $1.50 per share. Hunsicker then pressured the investor to act,
telling  him  that  CaaStle  would  likely  not  do  another  funding  round  “since  we  are  so  close  to
generating  cash.”  Hunsicker  also  sent  the  investor  false  income  statements  covering  the  period
January through June 2022 and a false balance sheet as of June 30, 2022.
103. The  investor  agreed  to  purchase  the  shares  at  $1.50  per  share  and  wired
approximately $500,000 to CaaStle the next day. CaaStle recorded it as paid in capital. CaaStle
then purchased preferred shares from Hunsicker, not an executive of a Chinese public company,
and it paid her $6.20 per share, not $1.50.
104. Hunsicker made the same offer to sell shares from the same fictitious investor to
multiple other investors. One of them purchased shares in a transaction that the company recorded
as an original share issuance. The proceeds from that sale were not used to repurchase shares from
Hunsicker or any other real selling investor. CaaStle used the funds for operations.

26
105. To  hide  that  these  transactions were  capital  raises  and  not  true  secondary  sales,
Hunsicker created and distributed false capitalization tables that omitted the new share issuances
and  made  it  appear  that  outstanding  share  levels  remained  flat.  For  example,  in  response  to  a
January 1, 2024 request from an existing investor for the capitalization table, Hunsicker provided
a table that undercounted the outstanding shares at the time by more than 50 million shares (out of
approximately 260 million). The table showed the amount of shares that the investor expected.
106. Hunsicker  further  deceived  the  investor  with  her  explanation  that  “[t]he  changes
from the last cap table are: Your investments, retiring common shares, option grants during our
annual  cycle  and  options  that  have  exercised  to  common.”  The  changes  Hunsicker  mentioned
amounted to negligible sums. Hunsicker omitted mention of any new share issuances from capital
raising in her statement.
107. CaaStle’s  records  show  that,  between  December  2021  and  July  2023,  Hunsicker
was  the  only  shareholder  on  the  sell  side  of  a  secondary  transaction,  redeeming  a  total  of
approximately 675,000 shares, for which CaaStle paid her $6.20 per share, or more than $4 million.
108. CaaStle’s  records  also  show  that,  in  the  aggregate,  between  January  2022  and
December  2024,  CaaStle  raised  capital  through  the  sale  of  100  million  newly  issued  CaaStle
shares. These issuances caused CaaStle to exceed the number of authorized share totals in 2023.
The  Board  of  Directors  later purportedly retroactively  increased  the  number  of  authorized
outstanding  shares  of  common  stock  from  255  million  to  350  million  (a  37%  increase)  and  the
number  of  outstanding  shares  of  preferred  stock  from  136,100,000  to  152,850,000  (a  12%
increase).

27
III. CaaStle’s Board of Directors Learned Of
Hunsicker’s Deception and the Scheme Ultimately Unraveled
109. Hunsicker’s  scheme  was  ultimately  uncovered  by  an  investor  who  had  reviewed
CaaStle’s purported  “final”  Fiscal  Year  2023  audit  report  in  Hunsicker’s  office  on  October  30,
2024. After noticing that the report was missing a page and appeared to contain other errors that
Hunsicker was unable to explain, the investor asked Hunsicker for a contact at AUDITOR 1, the
audit firm whose signature was on the report.
110. The investor contacted AUDITOR 1 and was told that AUDITOR 1 did not conduct
the at-issue audit and that CaaStle was not an active client.
111. The  investor  told  Hunsicker  of  its  call  with  AUDITOR  1  and  asked  for  an
explanation. Hunsicker’s  response  came  days  later.  She  acknowledged, without  specifying  the
details, that there was “a problem,” and she gave the investor two options: (i) do nothing and give
Hunsicker time to “fix” the issue because there was “value” in the company or (ii) redeem their
shares. The  investor  chose  neither  option  and  instead  reported  Hunsicker  to  CaaStle’s  Board  of
Directors.
112. Hunsicker resigned from CaaStle’s Board of Directors on December 14, 2024, after
admitting to her co-founder and a Board member that she provided false financial information to
investors.
113. Hunsicker was allowed to remain as CaaStle’s CEO while the Board conducted a
further  investigation,  but  during  that  time,  restrictions  were  placed  on  her  authority.  She  was
prohibited from, among other things, raising capital for CaaStle or communicating with investors
on CaaStle’s behalf. Any action she took required Board approval.

28
114. While  the  Board  undertook  its  investigation,  investors  were  not  notified  of
Hunsicker’s departure from the Board or made aware of the concerns that an investor had raised
with the Board.
115. Between  December  14,  2024  and  March  24,  2025,  Hunsicker  circumvented  the
Board’s  restrictions  and  took  advantage  of  the  fact  that  investors  remained  unaware  of  her
wrongdoing, sold  or  purported  to  sell  her own  shares  of  CaaStle  stock  to  existing  investors  in
secondary transactions.
116. On or about December 30, 2024, Hunsicker entered into an agreement with a large
existing investor in which she purported to sell some or all of her personal shares. The agreement
was not documented in writing and Hunsicker asked the investor to wire the funds to her personal
bank  account,  not  CaaStle.  Between  January  9,  2025  and  January  22,  2025,  the  investor  wired
$9,625,000 to Hunsicker’s personal bank account. The investor was not aware that every financial
statement that Hunsicker had ever provided to them was materially false.
117. A few weeks later, in February 2025, Hunsicker approached another investor and
offered to sell the investor 9,300,000 shares of her preferred and common stock at a price of $2.15
per share. The investor was interested and, as part of its due diligence, asked Hunsicker for a copy
of  the  final  fiscal  2023  audit  report  and  cap  table.  On  March  11,  2025,  Hunsicker  provided  the
investor with the same fake fiscal 2023 audit that she had provided to investors in 2024, which led
to her resignation from the Board. The investor noticed a number of errors and inconsistencies in
the audit report and did not go through with the transaction.
118. On or about March 18, 2025, Hunsicker provided another investor with a document
that purported  to  be  CaaStle’s  income  statement  for  the  fiscal  year  ended  September  30,  2024
(“Fiscal  Year  2024”),  which reflected  revenue  of  more  than  $848  million and  losses  of

29
approximately $192.2 million for the fiscal year. These numbers were materially false and had no
basis  in  reality.  CaaStle’s  internal  records  show  fiscal  2024  revenues  of  approximately  $11.3
million and losses of approximately $69 million.
119. Hunsicker formally resigned as CaaStle’s CEO on March 24, 2025.
120. On March 25, 2025, the Board of Directors started to inform investors. In a letter
to investors dated March 29, 2025, the Board notified investors that Hunsicker had stepped down
as  CEO  and  as  a  Director,  and  acknowledged  that  the  company’s  “performance  to  date  has  not
matched  what  Hunsicker  claimed.”  The  letter  further  stated  that  it  learned  that  “[Hunsicker]
provided certain investors with misstated financial statements and falsified audit opinions, as well
as capitalization information that understated the number of shares outstanding.” The letter advised
investors not to rely on any financial or capitalization information received from Hunsicker in the
past and it attached CaaStle’s true fiscal 2022 and 2023 audit report.
FIRST CLAIM FOR RELIEF
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder

121. The  Commission  re-alleges  and  incorporates   by  reference  here  the  allegations  in
Paragraphs 1 through 120.
122. Hunsicker,  directly  or  indirectly,  singly  or  in  concert,  in  connection  with  the
purchase or sale of securities and by the use of means or instrumentalities of interstate commerce,
or the mails, knowingly or recklessly (1) employed one or more devices, schemes, or artifices to
defraud, (2) made one or more untrue statements of a material fact or omitted to state one or more
material facts necessary in order to make the statements made, in light of the circumstances under
which  they  were  made,  not  misleading, and/or  (3)  engaged  in  one  or  more  acts,  practices,  or
courses of business which operated or would operate as a fraud or deceit upon other persons.

30
123. By reason of the foregoing, Hunsicker, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Exchange Act § 10(b) [15 U.S.C. § 78j(b)]
and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5].
SECOND CLAIM FOR RELIEF
Violations of Securities Act Section 17(a)
124. The SEC re-alleges and incorporates by reference here the allegations in Paragraphs
1 through 120.
125. Hunsicker,  directly  or  indirectly,  singly  or  in  concert,  in  the  offer  or  sale  of
securities  and  by  the  use  of  the  means  or  instruments  of  transportation  or  communication  in
interstate  commerce  or  the  mails,  (1)  knowingly  or  recklessly  employed  one  or  more  devices,
schemes,  or  artifices  to  defraud,  (2)  knowingly,  recklessly,  or  negligently  obtained  money  or
property by means of one or more untrue statements of a material fact or omissions of a material
fact necessary in order to make the statements made, in light of the circumstances under which
they were made, not misleading, and/or (3) knowingly, recklessly, or negligently engaged in one
or more transactions, practices, or courses of business that operated or would operate as a fraud or
deceit upon the purchaser.
126. By reason of the foregoing, Hunsicker, directly or indirectly, singly or in concert,
has violated and, unless enjoined, will again violate Securities Act § 17(a) [15 U.S.C. § 77q(a)].
PRAYER FOR RELIEF
 WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment:

I.
Violations

127. Finding that Hunsicker violated the federal securities statutes and rules set forth in
the Claims for Relief;

31
II.
Permanent Injunction
Permanently  enjoining  Hunsicker  from  directly  or  indirectly  violating Exchange  Act
§ 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Securities Act
§ 17(a) [15 U.S.C. § 77q(a)], pursuant to Exchange Act § 21(d) [15 U.S.C. § 78u(d)] and Securities
Act § 20(b) [15 U.S.C. § 77t(b)];
III.
Disgorgement and Prejudgment Interest
Ordering  Hunsicker  to  disgorge  all  ill-gotten  gains  received  as  a  result  of  her  unlawful
conduct, plus prejudgment interest, pursuant to Exchange Act §§ 21(d)(5) and 21(d)(7) [15 U.S.C.
§§ 78u(d)(5), 78u(d)(7)];
IV.
Civil Penalties
Ordering Hunsicker to pay civil money penalties pursuant to Exchange Act § 21(d)(3) [15
U.S.C. § 78u(d)(3)] and Securities Act § 20(d)  (2) [15 U.S.C. § 77t(d)  (2)];
V.
Officer and Director Bar
Pursuant to Exchange Act § 21(d)(2) [15 U.S.C. § 78u(d)(2)] and Securities Act § 20(e)
[15 U.S.C. § 77t(e)], permanently prohibiting Hunsicker from acting as an officer or director of
any issuer having a class of securities registered with the SEC pursuant to Exchange Act § 12 [15
U.S.C. § 78l] or that is required to file reports under Exchange Act § 15(d) [15 U.S.C. § 78o(d)];
VI.
Conduct-Based Injunction
Pursuant  to  Exchange  Act  §§  21(d)(1)  and  21(d)(5)  [15  U.S.C.  §§  78u(3)(1),  78u(d)(5)]
and  Securities  Act  §  20(b)  [15  U.S.C.  §  77t(b)],  permanently  prohibiting  Hunsicker  from
participating, directly or indirectly—including but not limited to, through any entity controlled by

32
her—in the issuance, offer, or sale of any security, provided, however, that such injunction shall
not prevent her from purchasing or selling securities listed on a national securities exchange for
her own personal account; and
VII.
Other Relief
Granting  such  other  and  further  relief  as  the  Court  deems  just,  equitable,  appropriate or
necessary for the protection of investors.
JURY TRIAL DEMAND
 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands a jury trial
on all issues so triable.
Dated: July 18, 2025 Respectfully submitted:

 SECURITIES AND EXCHANGE COMMISSION

 /s/Suzanne J. Romajas
Suzanne J. Romajas
Matthew T. Spitzer (pro hac motion pending)
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
(202) 551-4473 (Romajas)
(202) 551-4777 (Spitzer)
[email protected]

[email protected]

Attorneys for Plaintiff
Securities and Exchange Commission

UNITED STATES DISTRICT COURT 
SOUTHERN DISTRICT OF NEW YORK 

 
SECURITIES AND EXCHANGE COMMISSION, 
 

Plaintiff, 
v. 
 
CHRISTINE M. HUNSICKER, 
 

Defendant. 

 
 
 
Civil Action No. 1:25-cv-005897 
 
 
 
Jury Trial Demanded 
 

 
 

COMPLAINT 

Plaintiff Securities and Exchange Commission (“SEC”), for its Complaint against Defendant 

Christine M. Hunsicker, alleges as follows: 

SUMMARY 

1. From at least February 2019 through at least March 2025 (the “Relevant Period”), 

Christine M. Hunsicker (“Hunsicker”) – the co-founder, Chief Executive Officer, and Chair of 

privately-held CaaStle, Inc. (“CaaStle”) – created and disseminated to investors false financial 

statements while raising more than $250 million for CaaStle through the offer and sale of preferred 

stock and common warrants.  

2. Hunsicker’s fake financials supported her narrative that CaaStle, a startup that 

offered a new monetization model called “Clothing-as-a-Service” to the apparel industry, enjoyed 

rapid and steady revenue growth after a rebrand of the business in 2018, achieved profitability by 

December 2022, experienced exponential increases in profitability thereafter, and was nearing an 

initial public offering or sale. In reality, CaaStle’s revenues were shrinking, its losses were 

increasing, and the company was never profitable.  

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3. Throughout the Relevant Period, not a single existing or prospective CaaStle 

investor received accurate monthly, quarterly, or annual CaaStle financial statements from 

Hunsicker.  

4. To effect her scheme, Hunsicker took financial reports that she received every 

month from her financial team and created an alternate set of financials with false monthly, 

quarterly, and annual results that supported her narrative of the company’s success. She provided 

these falsified financial statements to investors upon request.  

5. By 2022, as CaaStle appeared to be close to reaching profitability, investors 

increasingly began to ask for audited financial statements. To maintain her ruse, Hunsicker took 

CaaStle’s final signed audit report for fiscal year ended September 30, 2021, downloaded it to her 

computer, altered the numbers, removed the going concern statement in the audit opinion letter, 

and provided the falsified audit to investors. After CaaStle’s long-time auditor terminated its 

relationship with CaaStle in 2023, Hunsicker created her own audit reports. She falsified the 

numbers, audit opinion letters, and notes for the reports covering fiscal years ended September 30, 

2022 and 2023, and she forged the former auditor’s signature. 

6. Beginning in 2022, Hunsicker also hid from investors the extent to which CaaStle 

continued to rely on primary capital raises to fund its operations, and she provided capitalization 

tables that undercounted the number of issued and outstanding shares and that misled investors 

about CaaStle’s true capital structure. Many investors believed that, using CaaStle as a middleman, 

they were indirectly purchasing discounted shares in secondary transactions from founders, 

employees, and others who needed liquidity for various personal reasons. Typically, however, 

these investors were purchasing original issue shares directly from CaaStle. Each CaaStle investor 

owned a smaller percentage of the company than they realized.  

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7. Occasionally, Hunsicker herself was the undisclosed seller in secondary 

transactions, and received for her preferred shares the price at which CaaStle was selling shares in 

its then-current funding round, not the negotiated discounted price. In other words, Hunsicker 

orchestrated transactions in which she benefitted herself at the Company’s and investors’ expense.  

8. Hunsicker’s scheme began to unravel in late 2024, when multiple investors 

reviewed CaaStle’s falsified 2023 Audit Report in Hunsicker’s office and noticed a missing page 

and several errors inconsistent with the presented document being a final audit report. An investor 

contacted the audit firm whose name Hunsicker had forged on the report. The firm told the investor 

that they had not been CaaStle’s auditor for years.  

9. Hunsicker was forced to resign from CaaStle’s Board of Directors on December 

14, 2024. But she was temporarily allowed to remain as CaaStle’s CEO, with restrictions, 

including an outright prohibition on her ability to fundraise for CaaStle and sign contracts. 

Investors were not informed of Hunsicker’s actions or departure from the Board while the Board 

conducted an internal investigation.   

10. Hunsicker’s wrongdoing continued. Between December 14, 2024 and March 24, 

2025, Hunsicker circumvented the Board’s restrictions, provided old and new falsified financial 

statements to CaaStle investors, including for fiscal-year ended September 30, 2024, and engaged 

in self-dealing transactions in which, among other things, she sold approximately $10 million of 

her personal shares of CaaStle to existing investors that were unaware of her fraud.  

11. Hunsicker formally resigned from her position as CEO on March 24, 2025. The 

Company began notifying investors on March 25, 2025.  

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VIOLATIONS 

12. By virtue of the conduct alleged in this Complaint, Hunsicker violated Section 

10(b) of the Securities Exchange Act of 1934 (“Exchange Act”) [15 U.S.C. § 78j(b)], Rule 10b-5 

thereunder [17 C.F.R. § 240.10b-5], and Section 17(a) of the Securities Act of 1933 (“Securities 

Act”) [15 U.S.C. § 77q(a)]. 

13. Unless Hunsicker is restrained and enjoined, she will continue to engage in the 

transactions, acts, practices, and courses of business set forth in this Complaint or in transactions, 

acts, practices, and courses of business of similar type and object. 

14. The SEC seeks injunctive relief, disgorgement, prejudgment interest, civil money 

penalties, an officer and director bar, and other appropriate and necessary equitable relief as to 

Hunsicker. 

JURISDICTION AND VENUE 

15. This Court has jurisdiction over this action, and venue lies in this District, pursuant 

to Exchange Act §§ 21(d) and 27 [15 U.S.C. §§ 78u(d) and 78aa], Securities Act § 22(a) [15 U.S.C. 

§ 77v(a)], and 28 U.S.C. § 1331. 

16. Hunsicker, directly or indirectly, made use of the means or instrumentalities of 

interstate commerce or of the mails in connection with the transactions, acts, practices, and courses 

of business alleged in this Complaint. These transactions, acts, practices, and courses of business 

largely occurred within this District, where Hunsicker’s business (CaaStle, Inc.) was located, and 

where Hunsicker resided and worked during the Relevant Period. Hunsicker offered and sold 

securities to investors located worldwide, including investors located within this District.  

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DEFENDANT 

17. Christine M. Hunsicker, age 48, resides in Lafayette, New Jersey and New York, 

New York. She is the co-founder of Gwynnie Bee, Inc., which was later renamed CaaStle, Inc. 

Hunsicker was Chair of CaaStle’s Board of Directors until December 14, 2024, and its CEO until 

March 24, 2025. Hunsicker was the public face of CaaStle. Her principal responsibilities were 

business strategy and raising funds.  

RELEVANT NON-PARTY 

18. CaaStle, Inc. is a privately-held Delaware corporation headquartered in New York, 

New York. During the Relevant Period, CaaStle had distribution centers in Ohio and Arizona, and 

a wholly-owned subsidiary that employed hundreds of employees in New Delhi, India.  

19. Hunsicker co-founded CaaStle under the name Gwynnie Bee, Inc. in 2011. The 

company commenced operations in 2012 and initially offered a direct-to-consumer rental 

subscription service focused on apparel for plus-sized women.  

20. Commencing in 2017, Hunsicker scaled the business and began offering Gwynnie 

Bee’s underlying technology and logistics services to third-party apparel brands and retailers, 

enabling those brands and retailers to offer a rental subscription service to their own customers.  

21. In November 2018, Hunsicker changed the company’s name to CaaStle, Inc. as part 

of a corporate rebranding of CaaStle as a “Clothing-as-a-Service” or “CaaS” company. Since then, 

CaaStle has operated as a business-to-business technology and logistics company that, through its 

platform, enables apparel brands and retailers to offer customers subscription-based rentals of 

apparel, with the option to buy. Brands and retailers pay CaaStle a fee to use CaaStle’s proprietary 

technology (including algorithms and analytics), reverse logistics (shipping, garment care), and 

infrastructure (customer service).  

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22. Throughout the Relevant Period, CaaStle’s Head of Finance, who was based in 

New Delhi, India, oversaw the company’s book-keeping, accounting, financial planning, and 

treasury functions. CaaStle’s Financial Controller was based in New York and reported to the Head 

of Finance.  

23. Throughout the Relevant Period, CaaStle’s financial statements were audited by an 

independent outside audit firm. AUDITOR 1 audited CaaStle’s financial statements for fiscal years 

ending September 30, 2013 through September 30, 2021. AUDITOR 2 audited CaaStle’s financial 

statements for fiscal years ending September 30, 2022 through September 30, 2023.  

24. For all audited years, the auditors issued “clean” audit opinions, i.e., audit opinions 

finding that the consolidated financial statements prepared from CaaStle’s internal books and 

records systems presented fairly, in all material respects, the company’s financial position at fiscal-

year end, in accordance with U.S. Generally Accepted Accounting Principles (“US GAAP”). For 

all audited years, the audit report was accompanied by a statement expressing substantial doubt as 

to CaaStle’s ability to continue as a going concern in light of its recurring losses from operations, 

and reliance on future additional debt or equity financing to fund operations. 

25. Substantial doubt to continue as a Going Concern is an accounting concept that 

“relevant conditions and events, considered in the aggregate, indicate that it is probable that an 

entity will be unable to meet its obligations as they become due within one year after the date that 

the financial statements are issued.” (ASC 205-40-50-4). 

26. Throughout the Relevant Period, CaaStle had a three-member Board of Directors. 

Hunsicker was the sole inside director. The other two were independent directors – one based on 

the West Coast, and the other in Japan. The Board generally met by videoconference twice a year. 

The Head of Finance and Financial Controller did not attend Board meetings or otherwise interact 

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with or provide financial statements or financial information to CaaStle’s Board of Directors. The 

Board received financial information about the Company exclusively from Hunsicker during the 

Relevant Period, until December 2024, but the information they received did not comport with the 

information reflected in CaaStle’s internal records.  

27. On June 20, 2025, CaaStle filed a petition for Chapter 7 Bankruptcy. See Case No. 

25-11187 (D. Del. Bankr. June 20, 2025).  

FACTS 

I. Hunsicker Knowingly Created and Distributed to Investors 
Materially False Unaudited and Audited Financial Statements 

A. Hunsicker’s Knowledge of CaaStle’s True Financial Performance  

28. Hunsicker routinely received financial information from CaaStle’s finance team 

and, through her involvement in the company’s budgeting process, and her receipt of interim and 

annual internal financial reports, and draft and final audit reports, knew or was reckless or 

negligent in not knowing of CaaStle’s true financial performance and reliance on primary capital 

raises.   

29. Hunsicker reviewed and approved CaaStle’s annual budget each year. The annual 

budgets for fiscal years 2019 through 2024 all anticipated large income shortfalls due to low 

revenues and high costs. The company relied on Hunsicker to fill the gap between revenue and 

costs by raising capital.  

30. On a monthly basis, Hunsicker received from CaaStle’s Financial Controller or 

someone acting under her direction, the company’s month-end balance sheet and income 

statement, which included year-to-date data for all prior months in the fiscal year.  

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31. Hunsicker also received a monthly management packet. The packet typically 

included monthly financial statements and was stored on a shared drive to which Hunsicker had 

access.  

32. At the conclusion of every audit, Hunsicker received from CaaStle’s Financial 

Controller or Head of Finance a copy of CaaStle’s final signed audit report. She also periodically 

requested and received drafts of CaaStle’s audit reports.  

B. Hunsicker Doctored and Provided to Investors  
Materially False Financials for Fiscal Years Ended 2018 through 2023 

33. By no later than February 2019, three months after Hunsicker rebranded the 

company and changed its name to CaaStle, Hunsicker began to create and disseminate to current 

and prospective CaaStle investors materially false financial statements in connection with her 

capital-raising efforts for CaaStle.  

34. Hunsicker provided materially false financial statements to investors for 

approximately 6 years, during which time CaaStle raised more than $250 million in capital from 

investors who were unaware that the financial information they received was entirely a fiction.  

35. Throughout that time, investors routinely asked for financial statements as part of 

their original and continuing due diligence on the company. Some required financial statements 

because their own financial statements were audited and their auditors needed to value their 

holdings in CaaStle. Accurate financial statements were important to investors.  

36. As alleged in further detail below, in early 2019, Hunsicker’s falsified financial 

statements for fiscal year ended September 30, 2018, reported gross annual revenues of $71.5 

million, a 187% inflation of CaaStle’s actual gross revenues, which were $24.9 million. The 

discrepancy between Hunsicker’s misstated financial results and the company’s actual results 

continued to grow in magnitude year-over-year, as reflected in the below chart:   

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Revenue Overstatement 
Fiscal Year 

(through FYE 9/30) 2018 2019 2020 2021 2022 2023 2024  
(unaudited) 

False Revenues  
Created by Hunsicker  

(in millions) 
$71.5 $89.8 $93.3 $120.5  $238.5 $439.9 $838  

Actual CaaStle 
Revenues  

(in millions) 
$24.9 $26 $24.9 $18.6 $19.7 $15.7 $11.3 

Overstatement 
Percentage 187% 245% 275% 548% 1,110% 2,702% 7,315% 

 
Loss Understatement/Profit Overstatement 

Fiscal Year 
(through FYE 9/30) 2018 2019 2020 2021 2022 2023 2024  

(unaudited) 
False Profits/(Losses) 
Created by Hunsicker  

(in millions) 
(24.1) ($27.7) ($29.9) ($33.7)  ($17.1) $66.3 $192.2  

Actual CaaStle 
Profits/(Losses) 

(in millions) 
($53.6) ($57.5) ($45) ($32.3) ($55.8) ($81) ($59) 

 
37. At all times, Hunsicker was the sole CaaStle employee to communicate with and 

provide financial information to investors. Her finance team, including CaaStle’s Head of Finance 

and Financial Controller, did not provide financial statements to investors.  

i. Hunsicker Falsified CaaStle’s Fiscal 2018 Financials 

38. By no later than January 22, 2019, as part of their monthly review of CaaStle’s 

financial results, Hunsicker’s finance team provided Hunsicker with the company’s then-current 

unaudited income statement for the full fiscal year ended September 30, 2018 (“Fiscal Year 

2018”), generated from CaaStle’s internal records. These internal records reflected fiscal 2018 

revenues of $23.4 million, operating losses of $46.6 million, and net losses of $55.6. Hunsicker 

also had access to this information on the company’s shared drive.  

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39. Despite having access to company internal records, on February 24, 2019, 

Hunsicker emailed a prospective investor, who had been asking for financials for months, a 

document that she herself created. The document purported to be CaaStle’s fiscal 2018 income 

statement but instead was a fake. It reflected revenues of approximately $71.5 million and 

operating losses of approximately $24.1 million for the fiscal year.  

40. Hunsicker subsequently provided the same fake fiscal 2018 income statement to at 

least nine other investors. Some of them invested for the first time or added to their investments 

after receiving these false financials.  

41. For example, between May 13 and June 16, 2019, Hunsicker provided an investor 

with multiple copies of the fake 2018 income statement, along with other falsified interim period 

financials and projections. On June 27, 2019, the investor signed a stock purchase agreement, and 

on June 28, 2019, the investor wired $2 million to purchase CaaStle Series A-11 preferred shares.  

42. Hunsicker knew or was reckless or negligent in not knowing the fiscal 2018 

numbers she provided to investors were materially false and did not reflect the information in 

CaaStle’s internal system of records.  

43. Hunsicker later received a copy of CaaStle’s final audit report for Fiscal Year 2018, 

which AUDITOR 1 completed and CaaStle’s finance team sent to her on February 7, 2020. The 

audited income statement reported revenue of approximately $24.9 million and operating losses 

of approximately $53.6 million for Fiscal Year 2018, which largely comported with the unaudited 

internal financial records that Hunsicker had received from her finance team. The audited financial 

statements were accompanied by a clean audit opinion with AUDITOR 1’s conclusion that 

CaaStle’s Fiscal Year 2018 financial statements presented fairly, in all material respects, CaaStle’s 

financial position in accordance with US GAAP.  

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44. CaaStle’s Fiscal Year 2018 audit report confirmed to Hunsicker the falsity of the 

fiscal 2018 financial statements that she sent to investors. She did not send the Fiscal Year 2018 

audit report to any investors, provide investors with corrected fiscal 2018 financial information, or 

tell investors that the fiscal 2018 financial information they received from her was inaccurate.  

ii. Hunsicker Falsified CaaStle’s Fiscal 2019 Financials 

45. By no later than November 11, 2019, Hunsicker’s finance team emailed her the 

company’s then-current unaudited income statement for the full fiscal year ended September 30, 

2019 (“Fiscal Year 2019”), generated from CaaStle’s internal records. These internal records 

reflected fiscal 2019 revenues of approximately $27.7 million, operating losses of approximately 

$54.4, and net losses of approximately $57 million. Hunsicker also had access to this information 

on the company’s shared drive.  

46. Despite her access to the company’s internal records, on April 19, 2020, after an 

existing investor asked for an update of the business, Hunsicker created and emailed the investor 

what purported to be CaaStle’s fiscal 2019 income statement. The income statement was a fake 

that Hunsicker herself created. The income statement reflected revenue of approximately $89.8 

million and operating losses of approximately $27.7 million for the fiscal year.  

47. Hunsicker subsequently provided her fake fiscal 2019 income statement to least six 

other CaaStle investors, knowing that they were materially wrong. Some of them invested for the 

first time or added to their investments after receiving these financials.  

48. Hunsicker knew or was reckless or negligent in not knowing that that the fiscal 

2019 income statement did not reflect the information in CaaStle’s internal system of records.  

49.  Furthermore, on August 4, 2020, Hunsicker received a copy of CaaStle’s final 

audit report for Fiscal Year 2019, which AUDITOR 1 completed and signed on the same date. The 

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audited financial statements reported revenue of approximately $26 million and operating losses 

of approximately $58.2 million for Fiscal Year 2019, which largely comported with the unaudited 

internal financial records that Hunsicker received from her finance team.  

50. CaaStle’s Fiscal Year 2019 audit report confirmed to Hunsicker the falsity of the 

fiscal 2019 financial statements that she sent to investors. She did not send the Fiscal Year 2019 

audit report to any investor, or provide any investor with corrected fiscal 2018 financial 

information, or tell any investor that the information she had previously sent was materially 

inaccurate. She instead continued to send her doctored fiscal 2019 income statement to investors 

51. Yet, on September 7, 2020, Hunsicker provided an investor with a copy of the fake 

2019 income statement. The investor signed a stock purchase agreement and warrant purchase 

agreement on November 6, 2020. The next day, the investor wired $1.5 million to CaaStle to 

purchase CaaStle Series A-11 preferred shares and common warrants.  

iii. Hunsicker Falsified CaaStle’s Fiscal 2020 Financials 

52. By no later than November 24, 2020, Hunsicker’s finance team provided her with 

CaaStle’s then-current unaudited income statement for the full fiscal year ended September 30, 

2020 (“Fiscal Year 2020”), generated from CaaStle’s internal records. These internal records 

reflected fiscal 2020 revenue of approximately $24.7 million, operating losses of approximately 

$42.6 million, and net losses of approximately $44.9 million. Hunsicker also had access to this 

information on the company’s shared drive.  

53. By March 6, 2021, Hunsicker created and emailed to an existing investor a 

document that purported to be CaaStle’s fiscal 2020 income statement. The income statement was 

a fake that Hunsicker herself created. It reflected revenue of approximately $93.3 million and 

operating losses of approximately $29.9 million for the fiscal year.  

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54. Hunsicker subsequently provided the same fake fiscal 2020 income statement to at 

least ten other CaaStle investors. Some of them invested for the first time or added to their 

investments after receiving these financials.  

55. For example, on April 19, 2021, Hunsicker emailed an existing investor a copy of 

the fake 2020 income statement and a slide deck on the company, in response to his standing 

request that Hunsicker keep him better informed and provide more regular financial updates. On 

August 9, 2021, Hunsicker emailed the investor to inform him that the company was looking to 

raise $15 million to $20 million in additional capital, and wrote, “I would love for you to do some 

more.” The investor signed a stock purchase agreement and wired $2 million to CaaStle on August 

20, 2021, for the purchase of CaaStle Series A-12 preferred shares.  

56. Hunsicker knew or was reckless or negligent in not knowing that the fiscal 2020 

numbers she sent to investors were materially false and did not reflect the information in CaaStle’s 

internal system of records. 

57. On May 24, 2021, Hunsicker received a copy of CaaStle’s final audit report for 

Fiscal Year 2020, which AUDITOR 1 completed and signed on the same date. The audited 

financial statements reported revenue of approximately $25 million and operating losses of 

approximately $45.3 million for fiscal year 2020, which largely comported with the internal reports 

received by Hunsicker received from her finance team. The audited financial statements were 

accompanied by a clean audit opinion with AUDITOR 1’s conclusion that CaaStle’s Fiscal Year 

2020 financial statements presented fairly, in all material respects, CaaStle’s financial position in 

accordance with US GAAP.  

58. CaaStle’s Fiscal Year 2020 audit report confirmed to Hunsicker the falsity of the 

fiscal 2020 financial statements that she sent to investors. She did not send the Fiscal Year 2020 

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audit report to any investor, or provide any investor with corrected fiscal 2020 financial 

information, or tell any investor that the information she had previously sent was materially 

inaccurate. Indeed, she continued to send her doctored fiscal 2020 income statement to investors. 

iv. Hunsicker Falsified CaaStle’s Fiscal 2021 Financials and Audit Report 

59. In late 2021, shortly after the close of fiscal year ended September 30, 2021 (“Fiscal 

Year 2021”), one of CaaStle’s earliest investors told Hunsicker that they would not commit 

additional investment funds to CaaStle, unless the company started to provide audited financials 

and to provide financial updates more regularly. Other investors inquired about when CaaStle 

would have audited financials as well. Hunsicker began to tell investors that CaaStle would have 

audited financials in 2022.  

60. On February 22, 2022, AUDITOR 1 completed its audit for CaaStle’s Fiscal Year 

2021 and Hunsicker received a copy of the final audit report that day. AUDITOR 1 completed 

CaaStle’s audit on a more accelerated timeline that year than in prior years. The audited financial 

statements reported Fiscal Year 2021 revenues of approximately $18.6 million and operating 

losses of approximately $32.3 million, which also largely comported with the unaudited internal 

financial records that Hunsicker earlier received from her finance team. The audited financial 

statements were accompanied by a clean audit opinion with AUDITOR 1’s conclusion that 

CaaStle’s Fiscal Year 2021 financial statements presented fairly, in all material respects, CaaStle’s 

financial position in accordance with US GAAP.  

61. The Fiscal Year 2021 audit report did not comport with the narrative that Hunsicker 

had been telling investors. Therefore, consistent with her handling of prior fiscal year audit reports, 

Hunsicker did not send the Fiscal Year 2021 audit report to any investor.  

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62. When investors inquired about the status of the Fiscal Year 2021 audit in 2022, 

Hunsicker provided different excuses for the delay, to buy herself time. On June 22, 2022, four 

months after AUDITOR 1 issued its final audit report, Hunsicker told one investor that CaaStle 

was still in the process of engaging an auditor. As 2022 progressed, Hunsicker told investors that, 

as a private company, CaaStle was not high on the auditor’s priority list, and the audit was slow-

going and not complete. Investors began to express concern about the audit delays.  

63. Hunsicker ultimately decided, after having told investors that they can expect to see 

audited financials in 2022, to falsify CaaStle’s Fiscal Year 2021 audit report to provide a falsified 

audit to investors.   

64. On or around November 30, 2022, Hunsicker asked her finance team to locate a 

non-final draft of the Fiscal Year 2021 audit report. The finance team did not ask why she wanted 

a draft and, on November 30, 2022, emailed Hunsicker a draft in Word, with a note that it was the 

latest draft they could locate. Hunsicker took the draft, altered the numbers to support her narrative, 

changed the audit opinion letter to remove the going concern opinion, and then added the words 

12/2/2022 DRAFT to the front page before sending a PDF copy to the investor.  

65. On December 2, 2022, Hunsicker emailed an investor what purported to be a draft 

of the Fiscal Year 2021 audit report. She lied to the investor and told him that CaaStle’s accounting 

team and the auditor were still “turning versions” of the audit report but that the draft was “further 

along than [she] expected.” The draft contained an income statement that reflected revenue of 

approximately $120.5 million for the fiscal year – a material improvement over the prior fiscal 

year – and operating losses of $33.7 million. The draft contained a balance sheet that reflected a 

cash balance of approximately $30.2 million as of September 30, 2021. These numbers were 

materially false and not reflective of CaaStle’s internal records.  

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66. Between December 2022 and March 2023, Hunsicker provided the falsified draft 

Fiscal Year 2021 audit report to at least eight CaaStle investors, though she knew or was reckless 

or negligent in not knowing that the draft was a complete fake and that the financial information 

reflected in it was materially false.  

67. From March 2023 through at least August 2023, Hunsicker emailed at least 15 

investors what purported to be a final Fiscal Year 2021 audit report. The “final” too was a fake 

that reflected financial performance data similar to what had been reflected in the “draft” – 

materially overstated revenues of approximately $120.5 million, operating losses of approximately 

$33.7 million, and a materially inflated cash balance of approximately $30.3 million as of 

September 30, 2021. Hunsicker changed the numbers, removed the auditor’s going concern 

opinion, and inserted AUDITOR 1’s signature onto the doctored audit opinion letter. She dated 

the opinion letter as of March 26, 2023, making it appear that AUDITOR 1 had just completed the 

audit and finalized the report.  

68. Hunsicker knew or was reckless or negligent in not knowing that the Fiscal Year 

2021 audit report had been finalized and signed by AUDITOR 1 ten months earlier and that “draft” 

and “final” versions she created and sent to investors were complete fakes and materially misstated 

CaaStle’s true financial performance.  

v. Hunsicker Falsified CaaStle’s Fiscal 2022 Financials and Audit Report 

69. In March 2023, Hunsicker announced to investors that CaaStle had generated a 

profit and become cash flow positive for the first time in the quarter ending December 31, 2022. 

She supported her statement by providing investors with a false interim financial statement that 

was not reflective of CaaStle’s internal financial records. CaaStle, in fact, had not become 

profitable or cash flow positive by December 2022.  

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70. Hunsicker’s announcement increased the appetite of CaaStle investors for audited 

financial statements, which Hunsicker appeased by creating a fake draft audit report with fake 

financial statements and fake notes for fiscal  year ended September 30, 2022 (“Fiscal Year 2022”), 

and then creating a fake final Fiscal Year 2022 audit report, to which she added AUDITOR 1’s 

signature.  

71. On April 4, 2023, Hunsicker emailed two existing and prospective investors what 

purported to be an April 3, 2023 draft of the Fiscal Year 2022 audit report. She told the investors 

that CaaStle’s auditor was working through “presentation issues,” completing its audit of the 

capitalization table, and finalizing the notes, suggesting that the financial statements in the draft 

report were near-final or final. In reality, the draft was a fake created by Hunsicker herself. The 

income statement reflected revenue of approximately $238.5 million for the fiscal year, nearly 

double the amount that had been reflected in the fake Fiscal Year 2021 audit report. The balance 

sheet reflected a cash balance of approximately $42.5 million as of September 30, 2022. These 

numbers did not comport with CaaStle’s internal records. The accompanying audit opinion letter 

and notes were devoid of any reference to CaaStle as a going concern.  

72. One day after receiving Hunsicker’s falsified “draft” of the Fiscal Year 2022 audit 

report, a prospective investor that had tracked CaaStle’s fake financial performance for years, 

sought authorization from its investment committee to commit $7.5 million to purchase shares of 

CaaStle’s Series A-12 preferred stock and common warrants. The false data that Hunsicker sent to 

the investor – including fake fiscal 2021 and 2022 financial data – was important to the investor’s 

decision-making process. The investor signed a stock purchase agreement, a warrant purchase 

agreement, and other transactional documents, and wired $7.5 million to CaaStle’s bank account 

on April 11, 2023.  

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73. From September 2023 through at least March 2024, Hunsicker provided at least 10 

investors with a document that purported to be a final Fiscal Year 2022 audit report. The document 

reflected false financial performance data similar to what had been reflected in the “draft” – 

materially overstated revenues of approximately $238.5 million that were nearly double that of the 

prior year, operating losses of approximately $17.1 million that were nearly half of the prior fiscal 

year, and a materially inflated cash balance of approximately $42.5 million as of September 30, 

2022. Hunsicker cut and pasted into the document AUDITOR 1’s signature from a prior year’s 

audit report. Like the fake draft, Hunsicker’s fake final Fiscal Year 2022 audit report did not 

express warnings about CaaStle’s ability to continue as a going concern or its need to continue to 

raise capital to continue as a going concern.  

74. Hunsicker knew or was reckless or negligent in not knowing that the financial 

information reflected in the draft and final Fiscal Year 2022 audit reports that she provided to 

investors was materially false and did not comport with CaaStle’s internal records. While creating 

the false reports, she was in possession of the internal financial statements and records that her 

finance team sent earlier. The internal records reflected fiscal 2022 revenues of approximately $20 

million, operating losses of approximately $34.1 million, and net losses of approximately $40 

million, and a September 30, 2022 cash balance of approximately $621,000.  

75. Hunsicker also knew when she sent the fake draft and final Fiscal Year 2022 audit 

reports that: (a) CaaStle was experiencing a severe cash crunch and had instructed AUDITOR 1 to 

stop working on CaaStle’s Fiscal Year 2022 audit in September 2023 and (b) AUDITOR 1 had 

terminated its relationship with CaaStle in early October 2023 in a written letter addressed to 

Hunsicker.  

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76. CaaStle’s new auditor, AUDITOR 2, completed the Fiscal Year 2022 audit on 

December 2, 2024. The audited financial statements reported fiscal year 2022 revenues of 

approximately $19.7 million and operating losses of approximately $58.5 million, and a cash 

balance of less than $750,000 as of September 30, 2022. These numbers were materially consistent 

with the internal reports that Hunsicker had received before sending her falsified fiscal 2022 

financials to investors.  

77. The audit report was accompanied by a clean audit opinion with AUDITOR 2’s 

conclusion that CaaStle’s financial statements for Fiscal Year 2022 presented fairly, in all material 

respects, CaaStle’s financial position in accordance with US GAAP. The audit report noted that 

that “[CaaStle] has suffered recurring losses from operations and requires additional debt or equity 

financing in the future to continue to fund its operations, which cannot be guaranteed. These factors 

raise substantial doubt about its ability to continue as a going concern.”  

78. Hunsicker received a copy of the final audit report on December 2, 2024. She did 

not send the report to any investors or provide investors with corrected fiscal year 2022 financial 

information.  

vi. Hunsicker Lied to Cover Her Tracks  
Relating to CaaStle’s Fiscal 2022 Financials and Audit Report 

79. Hunsicker’s scheme nearly unraveled in October 2023 before she sent misleading 

financial statements to any investor for the fiscal year ended September 30, 2023. Her lies kept the 

scheme alive for over one more year.  

80. In September 2023, an investor who received the fake Fiscal Year 2022 audit report 

from Hunsicker noticed errors in the report that suggested it might not be final. The investor 

emailed the fake report to AUDITOR 1 and asked if AUDITOR 1 had “conducted and completed” 

the audit for Fiscal Year 2022. AUDITOR 1 told the investor that the report was “not signed by 

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[AUDITOR 1]” and was “not a legitimate [AUDITOR 1] opinion.” AUDITOR 1 contacted 

CaaStle’s Head of Finance and Financial Controller and Hunsicker. Hunsicker explained that this 

was a one-off error. She claimed that she had mistakenly sent the investor a marked up version of 

the audit report that she intended to use in a lecture she was giving at Princeton University on 

ethics and entrepreneurship.  

81. AUDITOR 1 terminated its relationship with CaaStle on October 3, 2023. Although 

skeptical of Hunsicker’s story, AUDITOR 1 did not report her to the Board of Directors. CaaStle’s 

Head of Finance and Financial Controller believed Hunsicker’s excuse and also did not report her 

to the Board of Directors. CaaStle redeemed the investor’s shares at cost, and the investor did not 

report Hunsicker to the Board of Directors.  

82. Although Hunsicker took out personal loans and provided the proceeds to CaaStle 

to enable it to redeem the investor’s shares, the loans came from CaaStle investors who were 

misled about how she intended to use the loan proceeds. She ultimately repaid a majority of the 

loans by selling some of her personal shares of CaaStle preferred stock to an investor who had 

received false financials from her and was unaware of her fraud. The investor forgave his own $4 

million loan to Hunsicker and then paid an additional $3.5 million purportedly to purchase $7.5 

million some of her personal shares at a discounted price. She attempted to repay the rest of her 

personal loans by wiring funds from CaaStle’s bank account to the investor-lender, who has since 

returned the funds to CaaStle, and insisted that Hunsicker pay the loan from her personal funds. 

83. With the Board of Directors unaware of Hunsicker’s actions, or the real reason why 

AUDITOR 1 had terminated its relationship with CaaStle, Hunsicker continued her scheme.  

84. Exactly two business days after AUDITOR 1 terminated its relationship with 

CaaStle, Hunsicker sent to a long-term CaaStle investor the fake Fiscal Year 2022 final audit report 

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that AUDITOR 1 had denounced. The investor purchased additional shares of CaaStle’s A-12 

preferred stock and common warrants days later for its own account and an account held for the 

benefit of a client for over $2.5 million.   

85. In March 2024, Hunsicker sent the fake Fiscal Year 2022 audit report to another 

existing CaaStle investor. In April 2024, the investor purchased more than $15 million additional 

preferred shares and common warrants for itself and a group of co-investors. 

vii. Hunsicker Falsified CaaStle’s Fiscal 2023 Financials and Audit Report 

86. On September 24, 2024, as part of her continuing efforts to raise capital for CaaStle, 

Hunsicker gave an investor access to a data room that contained a purported final audit report for 

fiscal years ended September 30, 2022 and 2023. The document was a fake created by Hunsicker. 

The financial statements reflected fiscal 2023 revenues of approximately $439.9 million, total 

profits of approximately $66.3 million, and a cash balance of approximately $112.8 million as of 

September 30, 2023, which did not comport with CaaStle’s internal records.   

87. Hunsicker knew or was reckless or negligent in not knowing that the fiscal 2023 

financial information reflected in the audit report was materially false and did not comport with 

CaaStle’s internal records.  

88. CaaStle’s true Fiscal Year 2023 financial performance was dismal in comparison. 

CaaStle’s internal records – which Hunsicker had received from her finance team beforehand – 

reflected fiscal 2023 revenues of approximately $15.6 million, operating losses of approximately 

$39.6 million, net losses of approximately $47.2 million, and a September 30, 2023 cash balance 

of approximately $880,000.  

89. Hunsicker also knew when she sent the fake Fiscal Year 2022-2023 audit report to 

investors that AUDITOR 2 had not completed its fiscal 2023 audit yet. She drafted the report. She 

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cut and pasted AUDITOR 1’s signature into the report from a prior audit. She scanned the 

document to herself.  

90. The fake Fiscal Year 2022-2023 audit report contained multiple facial errors. It was 

missing page 7, the stockholders’ equity report; the notes were out-of-date; and the audit opinion 

letter purported to be signed by AUDITOR 1 on August 30, 2024.   

91. Within days of receiving the fake Fiscal Year 2022-2023 audit report from 

Hunsicker, the investor described in Paragraph 86 wired more than $25 million to CaaStle to 

purchase preferred shares and common warrants.  

92. Several weeks later, Hunsicker offered two different investors an opportunity to 

view the supposed final Fiscal Year 2022-2023 audit report in her office. Both investors accepted 

the offer. They were shown the same fake audit report that Hunsicker had loaded to the data room 

on September 24.   

93. AUDITOR 2 completed CaaStle’s Fiscal Year 2023 audit on December 2, 2024, 

and issued it as a joint Fiscal Year 2022-2023 Audit Report. The audited financial statements 

reported fiscal 2023 revenues of approximately $15.7 million, operating losses of approximately 

$80.7 million, and a cash balance of less than $950,000 as of September 30, 2023. These numbers 

were materially consistent with the internal reports that Hunsicker had received from her finance 

team before sending falsified fiscal 2023 financials to investors, except for the audited loss figure 

which was materially larger in comparison to the company’s internal records.  

94. CaaStle was not profitable or cash-flow positive in Fiscal Year 2023. Nor was it 

financing operations from its own cash flow. It had less than $1 million in cash and had suffered 

its largest losses to date. The real Fiscal Year 2022-2023 audit report noted that that “[CaaStle] 

has suffered recurring losses from operations and requires additional debt or equity financing in 

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the future to continue to fund its operations, which cannot be guaranteed. These factors raise 

substantial doubt about its ability to continue as a going concern.” This is the same message that 

previously appeared in every one of CaaStle’s “real” audit reports.  

II. Hunsicker Procured Investments Using Misleading Sales Tactics 

95. By mid-2022, Hunsicker also hid from investors the extent to which CaaStle 

continued to rely on primary capital raises to fund its operations, and she provided capitalization 

tables that misled investors about CaaStle’s true capital structure. Investors who wanted to 

participate in secondary transactions ended up mostly participating in primary offerings, and 

investor interests were diluted as a result.  

96. Prior to 2022, CaaStle raised capital by selling original issue common shares and 

successive rounds of preferred shares to investors. By late 2021, Hunsicker began to tell investors 

that CaaStle had largely completed its capital-raising rounds and was moving into a final “pre-IPO 

round.” By July 2022, she told investors that CaaStle was close to “generating cash” and may not 

have another capital-raising round. The false financial statements she provided to investors in 

March 2023 fit her inaccurate narrative and falsely represented that CaaStle had become profitable 

and cash flow positive by December 31, 2022, and was capable of generating sufficient revenue 

to independently fund its operations without the need for primary capital raises. CaaStle’s fake 

Fiscal Year 2022-2023 audit report represented that CaaStle had not raised capital since the end of 

fiscal 2022.  

97. In reality, CaaStle’s financial performance had worsened, and CaaStle relied on 

Hunsicker’s continued ability to raise capital in order to survive. Investors were unaware of this 

fact. Several investors only invested because they believed they were buying discounted shares in 

secondary transactions. If they had known that CaaStle was continuing to raise capital – when its 

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balance sheet suggested that CaaStle has cash-rich – that information would have influenced their 

investment decision.  

98. Hunsicker structured the supposed “secondary transactions” in a manner that 

allowed her to conceal the true nature of the transactions as a primary capital-raising events. She 

told prospective buyers that she was facilitating resales from early investors in CaaStle who were 

facing liquidity issues or other requirements to sell their shares. Then, acting as intermediary, she 

purported to negotiate the transaction on behalf of both sides. The buyers had no contact with the 

supposed sellers. The buyers executed transactional documents with CaaStle and wired funds to 

CaaStle, and CaaStle was supposed to use the proceeds to purchase shares from the seller.  

99. The selling investors that Hunsicker described, for the most part, did not exist. The 

majority of the shares sold in purported secondary transactions were newly issued CaaStle shares. 

CaaStle used the funds for operations.   

100. For example, on August 16, 2023, Hunsicker solicited a prospective investor, 

telling him she had “an employee who desperately needs some liquidity for an elder care situation.” 

Hunsicker told the prospective investor that CaaStle would act as middleman by purchasing the 

shares from the employee and then selling shares to the investor. The selling employee that 

Hunsicker described did not exist. The buyer purchased one million shares, believing the shares 

would come from reissuances of previously issued shares. CaaStle then issued a mix of new 

preferred and common shares to the buyer. The investor’s new shares increased the number of 

outstanding shares by one million, as reflected on CaaStle’s internal capitalization table. Hunsicker 

made the same offer concerning the same fictitious seller to multiple other investors, several of 

whom purchased shares in transactions that CaaStle recorded as original share issuances.  

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101. Occasionally, Hunsicker herself was the seller in a secondary transaction, though 

she concealed her identity from the buyer, and CaaStle paid her full price to redeem her shares, 

not the negotiated discounted price paid by the buyer.  

102. For example, on July 25, 2022, Hunsicker emailed an existing CaaStle investor with 

an opportunity to purchase shares from another CaaStle investor who she claimed had become a 

director of a large Chinese public company and was being pushed by the “[C]hinese gov[ernmen]t 

… to sell his US tech stocks.” Hunsicker told the investor that “because [the seller] is getting 

pressure, he’s willing to do a substantial discount on his shares” at a price of $2.05 per share, which 

Hunsicker described as a 67% discount to the price at which CaaStle sold shares in its last 

fundraising round. A day later, after the investor stated that he needed time to determine how much 

he could invest, Hunsicker told the investor that the seller would be willing to sell 25% of his 

available shares to the investor for $1.50 per share. Hunsicker then pressured the investor to act, 

telling him that CaaStle would likely not do another funding round “since we are so close to 

generating cash.” Hunsicker also sent the investor false income statements covering the period 

January through June 2022 and a false balance sheet as of June 30, 2022.  

103. The investor agreed to purchase the shares at $1.50 per share and wired 

approximately $500,000 to CaaStle the next day. CaaStle recorded it as paid in capital. CaaStle 

then purchased preferred shares from Hunsicker, not an executive of a Chinese public company, 

and it paid her $6.20 per share, not $1.50.   

104. Hunsicker made the same offer to sell shares from the same fictitious investor to 

multiple other investors. One of them purchased shares in a transaction that the company recorded 

as an original share issuance. The proceeds from that sale were not used to repurchase shares from 

Hunsicker or any other real selling investor. CaaStle used the funds for operations. 

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105. To hide that these transactions were capital raises and not true secondary sales, 

Hunsicker created and distributed false capitalization tables that omitted the new share issuances 

and made it appear that outstanding share levels remained flat. For example, in response to a 

January 1, 2024 request from an existing investor for the capitalization table, Hunsicker provided 

a table that undercounted the outstanding shares at the time by more than 50 million shares (out of 

approximately 260 million). The table showed the amount of shares that the investor expected.  

106. Hunsicker further deceived the investor with her explanation that “[t]he changes 

from the last cap table are: Your investments, retiring common shares, option grants during our 

annual cycle and options that have exercised to common.” The changes Hunsicker mentioned 

amounted to negligible sums. Hunsicker omitted mention of any new share issuances from capital 

raising in her statement.  

107. CaaStle’s records show that, between December 2021 and July 2023, Hunsicker 

was the only shareholder on the sell side of a secondary transaction, redeeming a total of 

approximately 675,000 shares, for which CaaStle paid her $6.20 per share, or more than $4 million.  

108. CaaStle’s records also show that, in the aggregate, between January 2022 and 

December 2024, CaaStle raised capital through the sale of 100 million newly issued CaaStle 

shares. These issuances caused CaaStle to exceed the number of authorized share totals in 2023. 

The Board of Directors later purportedly retroactively increased the number of authorized 

outstanding shares of common stock from 255 million to 350 million (a 37% increase) and the 

number of outstanding shares of preferred stock from 136,100,000 to 152,850,000 (a 12% 

increase).  

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III. CaaStle’s Board of Directors Learned Of 
Hunsicker’s Deception and the Scheme Ultimately Unraveled 

109. Hunsicker’s scheme was ultimately uncovered by an investor who had reviewed 

CaaStle’s purported “final” Fiscal Year 2023 audit report in Hunsicker’s office on October 30, 

2024. After noticing that the report was missing a page and appeared to contain other errors that 

Hunsicker was unable to explain, the investor asked Hunsicker for a contact at AUDITOR 1, the 

audit firm whose signature was on the report.  

110. The investor contacted AUDITOR 1 and was told that AUDITOR 1 did not conduct 

the at-issue audit and that CaaStle was not an active client.  

111. The investor told Hunsicker of its call with AUDITOR 1 and asked for an 

explanation. Hunsicker’s response came days later. She acknowledged, without specifying the 

details, that there was “a problem,” and she gave the investor two options: (i) do nothing and give 

Hunsicker time to “fix” the issue because there was “value” in the company or (ii) redeem their 

shares. The investor chose neither option and instead reported Hunsicker to CaaStle’s Board of 

Directors.  

112. Hunsicker resigned from CaaStle’s Board of Directors on December 14, 2024, after 

admitting to her co-founder and a Board member that she provided false financial information to 

investors. 

113. Hunsicker was allowed to remain as CaaStle’s CEO while the Board conducted a 

further investigation, but during that time, restrictions were placed on her authority. She was 

prohibited from, among other things, raising capital for CaaStle or communicating with investors 

on CaaStle’s behalf. Any action she took required Board approval.  

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114. While the Board undertook its investigation, investors were not notified of 

Hunsicker’s departure from the Board or made aware of the concerns that an investor had raised 

with the Board.  

115. Between December 14, 2024 and March 24, 2025, Hunsicker circumvented the 

Board’s restrictions and took advantage of the fact that investors remained unaware of her 

wrongdoing, sold or purported to sell her own shares of CaaStle stock to existing investors in 

secondary transactions.   

116. On or about December 30, 2024, Hunsicker entered into an agreement with a large 

existing investor in which she purported to sell some or all of her personal shares. The agreement 

was not documented in writing and Hunsicker asked the investor to wire the funds to her personal 

bank account, not CaaStle. Between January 9, 2025 and January 22, 2025, the investor wired 

$9,625,000 to Hunsicker’s personal bank account. The investor was not aware that every financial 

statement that Hunsicker had ever provided to them was materially false.   

117. A few weeks later, in February 2025, Hunsicker approached another investor and 

offered to sell the investor 9,300,000 shares of her preferred and common stock at a price of $2.15 

per share. The investor was interested and, as part of its due diligence, asked Hunsicker for a copy 

of the final fiscal 2023 audit report and cap table. On March 11, 2025, Hunsicker provided the 

investor with the same fake fiscal 2023 audit that she had provided to investors in 2024, which led 

to her resignation from the Board. The investor noticed a number of errors and inconsistencies in 

the audit report and did not go through with the transaction.   

118. On or about March 18, 2025, Hunsicker provided another investor with a document 

that purported to be CaaStle’s income statement for the fiscal year ended September 30, 2024 

(“Fiscal Year 2024”), which reflected revenue of more than $848 million and losses of 

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approximately $192.2 million for the fiscal year. These numbers were materially false and had no 

basis in reality. CaaStle’s internal records show fiscal 2024 revenues of approximately $11.3 

million and losses of approximately $69 million.  

119. Hunsicker formally resigned as CaaStle’s CEO on March 24, 2025.  

120. On March 25, 2025, the Board of Directors started to inform investors. In a letter 

to investors dated March 29, 2025, the Board notified investors that Hunsicker had stepped down 

as CEO and as a Director, and acknowledged that the company’s “performance to date has not 

matched what Hunsicker claimed.” The letter further stated that it learned that “[Hunsicker] 

provided certain investors with misstated financial statements and falsified audit opinions, as well 

as capitalization information that understated the number of shares outstanding.” The letter advised 

investors not to rely on any financial or capitalization information received from Hunsicker in the 

past and it attached CaaStle’s true fiscal 2022 and 2023 audit report. 

FIRST CLAIM FOR RELIEF 
Violations of Exchange Act Section 10(b) and Rule 10b-5 Thereunder 

 
121. The Commission re-alleges and incorporates by reference here the allegations in 

Paragraphs 1 through 120. 

122. Hunsicker, directly or indirectly, singly or in concert, in connection with the 

purchase or sale of securities and by the use of means or instrumentalities of interstate commerce, 

or the mails, knowingly or recklessly (1) employed one or more devices, schemes, or artifices to 

defraud, (2) made one or more untrue statements of a material fact or omitted to state one or more 

material facts necessary in order to make the statements made, in light of the circumstances under 

which they were made, not misleading, and/or (3) engaged in one or more acts, practices, or 

courses of business which operated or would operate as a fraud or deceit upon other persons.  

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123. By reason of the foregoing, Hunsicker, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Exchange Act § 10(b) [15 U.S.C. § 78j(b)] 

and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5]. 

SECOND CLAIM FOR RELIEF 
Violations of Securities Act Section 17(a) 

124. The SEC re-alleges and incorporates by reference here the allegations in Paragraphs 

1 through 120. 

125. Hunsicker, directly or indirectly, singly or in concert, in the offer or sale of 

securities and by the use of the means or instruments of transportation or communication in 

interstate commerce or the mails, (1) knowingly or recklessly employed one or more devices, 

schemes, or artifices to defraud, (2) knowingly, recklessly, or negligently obtained money or 

property by means of one or more untrue statements of a material fact or omissions of a material 

fact necessary in order to make the statements made, in light of the circumstances under which 

they were made, not misleading, and/or (3) knowingly, recklessly, or negligently engaged in one 

or more transactions, practices, or courses of business that operated or would operate as a fraud or 

deceit upon the purchaser.  

126. By reason of the foregoing, Hunsicker, directly or indirectly, singly or in concert, 

has violated and, unless enjoined, will again violate Securities Act § 17(a) [15 U.S.C. § 77q(a)]. 

PRAYER FOR RELIEF 

 WHEREFORE, the SEC respectfully requests that the Court enter a Final Judgment: 
 

I. 
Violations 

 
127. Finding that Hunsicker violated the federal securities statutes and rules set forth in 

the Claims for Relief; 

Case 1:25-cv-05897     Document 1     Filed 07/18/25     Page 30 of 32



 

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II. 
Permanent Injunction 

Permanently enjoining Hunsicker from directly or indirectly violating Exchange Act 

§ 10(b) [15 U.S.C. § 78j(b)] and Rule 10b-5 thereunder [17 C.F.R. § 240.10b-5], and Securities Act 

§ 17(a) [15 U.S.C. § 77q(a)], pursuant to Exchange Act § 21(d) [15 U.S.C. § 78u(d)] and Securities 

Act § 20(b) [15 U.S.C. § 77t(b)];  

III. 
Disgorgement and Prejudgment Interest 

Ordering Hunsicker to disgorge all ill-gotten gains received as a result of her unlawful 

conduct, plus prejudgment interest, pursuant to Exchange Act §§ 21(d)(5) and 21(d)(7) [15 U.S.C. 

§§ 78u(d)(5), 78u(d)(7)];  

IV. 
Civil Penalties 

Ordering Hunsicker to pay civil money penalties pursuant to Exchange Act § 21(d)(3) [15 

U.S.C. § 78u(d)(3)] and Securities Act § 20(d)(2) [15 U.S.C. § 77t(d)(2)];  

V. 
Officer and Director Bar 

Pursuant to Exchange Act § 21(d)(2) [15 U.S.C. § 78u(d)(2)] and Securities Act § 20(e) 

[15 U.S.C. § 77t(e)], permanently prohibiting Hunsicker from acting as an officer or director of 

any issuer having a class of securities registered with the SEC pursuant to Exchange Act § 12 [15 

U.S.C. § 78l] or that is required to file reports under Exchange Act § 15(d) [15 U.S.C. § 78o(d)];  

VI. 
Conduct-Based Injunction 

Pursuant to Exchange Act §§ 21(d)(1) and 21(d)(5) [15 U.S.C. §§ 78u(3)(1), 78u(d)(5)] 

and Securities Act § 20(b) [15 U.S.C. § 77t(b)], permanently prohibiting Hunsicker from 

participating, directly or indirectly—including but not limited to, through any entity controlled by 

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her—in the issuance, offer, or sale of any security, provided, however, that such injunction shall 

not prevent her from purchasing or selling securities listed on a national securities exchange for 

her own personal account; and 

VII. 
Other Relief 

Granting such other and further relief as the Court deems just, equitable, appropriate or 

necessary for the protection of investors. 

JURY TRIAL DEMAND 

 Pursuant to Rule 38 of the Federal Rules of Civil Procedure, the SEC demands a jury trial 

on all issues so triable. 

Dated: July 18, 2025 Respectfully submitted: 
 

 SECURITIES AND EXCHANGE COMMISSION 
  
 /s/Suzanne J. Romajas 

Suzanne J. Romajas 
Matthew T. Spitzer (pro hac motion pending) 
U.S. Securities and Exchange Commission 
100 F Street, NE 
Washington, DC 20549 
(202) 551-4473 (Romajas) 
(202) 551-4777 (Spitzer) 
[email protected] 
[email protected] 
 
Attorneys for Plaintiff  
Securities and Exchange Commission 

 
 

Case 1:25-cv-05897     Document 1     Filed 07/18/25     Page 32 of 32

mailto:[email protected]
mailto:[email protected]

	I. Hunsicker Knowingly Created and Distributed to Investors Materially False Unaudited and Audited Financial Statements
	A. Hunsicker’s Knowledge of CaaStle’s True Financial Performance
	B. Hunsicker Doctored and Provided to Investors  Materially False Financials for Fiscal Years Ended 2018 through 2023
	i. Hunsicker Falsified CaaStle’s Fiscal 2018 Financials
	ii. Hunsicker Falsified CaaStle’s Fiscal 2019 Financials
	iii. Hunsicker Falsified CaaStle’s Fiscal 2020 Financials
	iv. Hunsicker Falsified CaaStle’s Fiscal 2021 Financials and Audit Report
	v. Hunsicker Falsified CaaStle’s Fiscal 2022 Financials and Audit Report
	vi. Hunsicker Lied to Cover Her Tracks  Relating to CaaStle’s Fiscal 2022 Financials and Audit Report
	vii. Hunsicker Falsified CaaStle’s Fiscal 2023 Financials and Audit Report


	II. Hunsicker Procured Investments Using Misleading Sales Tactics
	III. CaaStle’s Board of Directors Learned Of Hunsicker’s Deception and the Scheme Ultimately Unraveled